国盛证券有限责任公司 关于 上海饰杰装饰设计工程有限公司 要约收购 国盛证券有限责任公司（以下简称"国盛证券"或"本财务顾问"）接受上 海饰杰装饰设计工程有限公司（以下简称"上海饰杰"或"收购人"）的委托， 担任其要约收购上海交大昂立股份有限公司（以下简称"交大昂立"或"上市公 司"）的财务顾问。根据《上市公司收购管理办法》规定，本次要约收购的持续 督导期从公告要约收购报告书至要约收购完成后的 12 个月止（即 2025 年 1 月 13 日至 2026 年 2 月 20 日）。2025 年 10 月 30 日，上市公司披露了 2025 年第三 季度报告。通过日常沟通并结合上市公司上述定期报告，本财务顾问出具本持续 督导期（即 2025 年 7 月 1 日至 2025 年 9 月 30 日）的持续督导意见如下： 一、关于本次要约收购情况概述 2025 年 1 月 13 日，交大昂立披露了《上海交大昂立股份有限公司要约收购 报告书》（以下简称"《要约收购报告书》"），上海饰杰向除上海饰杰及其一致行 动人以外的交大昂立全体持有无限售条件流通股的股东发出部分要约。本次要约 收购股份数量为 38,746,000 股， ...

Investment Rating - The industry investment rating is "Outperform the Market" [22] Core Viewpoints - The overall performance of the liquor industry has significantly declined, entering a rapid clearing phase, but demand is expected to show weak recovery as policy pressures ease [3] - The industry is currently at a low valuation level, with pessimistic expectations fully priced in, indicating a clearer direction for future industry clearing [3] - The introduction of new tax policies in the gold sector is expected to benefit companies with brand and channel advantages, leading to a concentration of demand towards leading enterprises [4] Summary by Sections Industry Performance - The food and beverage industry index decreased by 0.56%, underperforming the Shanghai Composite Index, which increased by 1.08% [4][6] - Among the sub-sectors, pre-processed foods led with a gain of 2.26%, while soft drinks saw the largest decline at -1.20% [4][9] Liquor Sector Insights - Guizhou Moutai announced a mid-term dividend of approximately 30 billion yuan and a buyback plan of 15-30 billion yuan, enhancing shareholder returns [4] - Guizhou is promoting a shift in the liquor industry from "selling liquor" to "selling lifestyle," aiming to upgrade the industry from traditional manufacturing to cultural experience [4] Gold Sector Developments - The new tax policy for gold sales, effective from November 1, is expected to increase costs for non-member companies, potentially shifting demand towards leading firms with membership qualifications [4] Consumer Goods Focus - The report suggests focusing on high-growth consumer goods companies, such as Wancheng Group and Dongpeng Beverage, which are expected to receive valuation premiums due to their growth trajectories [5]

Market Overview - On November 7, the food processing sector declined by 0.12% compared to the previous trading day, with Jiao Da Ang Li leading the decline [1] - The Shanghai Composite Index closed at 3997.56, down 0.25%, while the Shenzhen Component Index closed at 13404.06, down 0.36% [1] Individual Stock Performance - Baba Foods (605338) closed at 27.93, up 2.12% with a trading volume of 77,000 shares and a turnover of 217 million yuan [1] - Guangming Meat Industry (600073) closed at 6.86, up 0.73% with a trading volume of 137,400 shares and a turnover of 94.08 million yuan [1] - Jiao Da Ang Li (600530) closed at 8.01, down 4.76% with a trading volume of 188,700 shares and a turnover of 154 million yuan [2] Capital Flow Analysis - The food processing sector experienced a net outflow of 176 million yuan from institutional investors, while retail investors saw a net inflow of 155 million yuan [2] - Notable individual stock capital flows include: - Shuanghui Development (000895) with a net inflow of 14.07 million yuan from institutional investors [3] - Guangming Meat Industry (600073) with a net outflow of 372,020 yuan from retail investors [3]

Core Viewpoint - The company has faced legal challenges regarding its management consulting agreements in the medical and nursing sector, which have led to lawsuits and unfavorable court rulings [5]. Financial Data - The financial statements for the third quarter are unaudited, and the company has not reported any significant changes in its financial indicators [3][6]. - The company has not executed any mergers that would affect net profits in the current or previous periods [6]. Shareholder Information - The company has provided details about its major shareholders, but there have been no significant changes in the top shareholders or their shareholding status [4]. Legal and Regulatory Matters - The company has received a notice from the China Securities Regulatory Commission regarding an investigation, and it is committed to cooperating with regulatory requirements [5].

Core Viewpoint - The company reported a decline in both revenue and net profit for the first three quarters of 2025 compared to the previous year [1] Financial Performance - The company achieved an operating revenue of 224 million yuan for the first three quarters of 2025, representing a year-on-year decrease of 5.25% [1] - The net profit attributable to shareholders of the parent company was 1.7743 million yuan, reflecting a significant year-on-year decline of 73.67% [1] - The basic earnings per share stood at 0.002 yuan [1]

Financial Performance - Total revenue for Q3 2025 was CNY 73,685,314.94, a decrease of 4.16% compared to the same period last year[4] - Net profit attributable to shareholders was CNY -474,354.13, down 113.55% year-on-year[4] - The total profit for the year-to-date was CNY 8,366,478.08, reflecting a decline of 41.77% compared to the previous year[4] - The basic earnings per share for Q3 2025 was CNY -0.001, a decrease of 113.55% year-on-year[4] - Total operating revenue for the first three quarters of 2025 was CNY 224,459,654.54, a decrease of 5.9% compared to CNY 236,896,509.26 in the same period of 2024[19] - Net profit for the first three quarters of 2025 was CNY 5,488,810.22, down 45.9% from CNY 10,128,115.03 in the same period of 2024[20] - Operating profit for the first three quarters of 2025 was CNY 6,647,478.06, compared to CNY 10,460,953.42 in 2024, indicating a decline of 36.0%[20] Assets and Liabilities - Total assets at the end of the reporting period were CNY 733,994,547.19, down 3.28% from the previous year-end[5] - The company's total assets decreased from CNY 758,879,487.15 in the previous period to CNY 733,994,547.19, a decline of 3.3%[18] - Total liabilities decreased from CNY 383,673,864.58 to CNY 362,445,822.83, reflecting a reduction of 5.3%[18] - The total equity attributable to shareholders decreased by 2.26% to CNY 318,339,584.67 compared to the previous year-end[5] - The company's equity attributable to shareholders decreased from CNY 325,711,012.85 to CNY 318,339,584.67, a decline of 2.7%[18] Cash Flow - The net cash flow from operating activities for the year-to-date was CNY 1,905,109.85, a decrease of 77.88% compared to the previous year[9] - Operating cash inflow for the first three quarters of 2025 was CNY 255,529,289.17, a decrease of 4.5% compared to CNY 266,012,909.39 in the same period of 2024[22] - Net cash flow from operating activities was CNY 1,905,109.85, significantly lower than CNY 8,612,892.47 in the previous year, indicating a decline of approximately 77.9%[23] - Cash outflow from investing activities totaled CNY 2,404,889.28, down from CNY 4,555,166.77 in the previous year, reflecting a decrease of about 47.3%[23] - Net cash flow from financing activities was -CNY 17,032,677.50, an improvement compared to -CNY 74,928,977.76 in the same period last year, indicating a reduction in cash outflow by approximately 77.3%[23] - The total cash and cash equivalents at the end of the period stood at CNY 120,800,384.11, compared to CNY 86,000,491.02 at the end of the same period last year, representing an increase of about 40.3%[25] - The company reported a net decrease in cash and cash equivalents of -CNY 16,452,377.14 for the period, compared to -CNY 69,556,563.37 in the same period last year, indicating a significant improvement[25] Shareholder Information - The total number of common shareholders at the end of the reporting period is 21,875[12] - The top 10 shareholders collectively hold 30.06% of the company's total share capital, amounting to 232,956,303 shares[13] - The total number of shares held by the largest shareholder, Dazhong Transportation Group Co., Ltd., is 112,184,187, representing 14.48% of the total shares[12] Operational Challenges - The decline in net profit was primarily attributed to decreased revenue in the health products segment and reduced investment income[9] - The company reported a credit impairment loss of CNY 2,878,093.35, compared to CNY 1,211,561.97 in the previous year, indicating an increase of 137.5%[20] - Research and development expenses increased to CNY 4,719,661.47 in 2025 from CNY 3,627,801.95 in 2024, representing a growth of 30.1%[20] Legal and Regulatory Matters - The company is actively cooperating with the China Securities Regulatory Commission regarding an investigation, as indicated by the receipt of a notice of case filing[14] - The company plans to continue legal actions regarding the management consulting agreements that were unilaterally terminated by certain institutions[14] Changes in Assets - The company reported a decrease in cash and cash equivalents from RMB 142,495,461.96 to RMB 120,800,384.11, a decline of approximately 15.2%[16] - Accounts receivable decreased from RMB 48,609,010.65 to RMB 43,049,491.73, a reduction of about 11.6%[16] - The total current assets decreased from RMB 263,712,731.47 to RMB 231,513,599.52, a decline of approximately 12.2%[16] - The company's long-term equity investments increased from RMB 27,918,904.00 to RMB 31,424,748.80, an increase of about 12.0%[16] - The company’s investment properties decreased from RMB 88,603,811.42 to RMB 85,682,336.81, a decline of about 2.3%[16]

Core Insights - The food processing sector experienced a slight increase of 0.04% on October 22, with *ST Chuntian leading the gains [1] - The Shanghai Composite Index closed at 3913.76, down 0.07%, while the Shenzhen Component Index closed at 12996.61, down 0.62% [1] Stock Performance - *ST Chuntian (600381) closed at 5.45, up 5.01% with a trading volume of 97,100 shares and a turnover of 52.64 million yuan [1] - Other notable gainers included Jinzi Ham (002515) up 1.91%, Xiwang Food (000639) up 1.27%, and Delisi (002330) up 1.23% [1] - Conversely, Baba Food (605338) saw a decline of 2.72%, while Jiaoda Onl (600530) fell by 2.41% [2] Capital Flow - The food processing sector saw a net outflow of 87.36 million yuan from institutional investors, while retail investors contributed a net inflow of 124 million yuan [2] - The main stocks with significant capital flow included *ST Chuntian, which had a net inflow of 14.16 million yuan from institutional investors [3] - Other stocks like Guangming Meat (600073) and Jindawei (002626) also experienced varying degrees of net inflow and outflow from different investor categories [3]

Market Overview - On October 20, the food processing sector rose by 0.14% compared to the previous trading day, with *ST Chuntian leading the gains [1] - The Shanghai Composite Index closed at 3863.89, up 0.63%, while the Shenzhen Component Index closed at 12813.21, up 0.98% [1] Stock Performance - The top performers in the food processing sector included: - *ST Chuntian (600381) with a closing price of 5.21, up 5.04% with a trading volume of 147,500 shares and a turnover of 76.248 million yuan [1] - Huifa Food (603536) closed at 11.01, up 4.06% with a trading volume of 158,400 shares and a turnover of 172 million yuan [1] - Jiaoda Anli (600530) closed at 8.71, up 3.69% with a trading volume of 227,800 shares and a turnover of 197 million yuan [1] Capital Flow - The food processing sector experienced a net outflow of 53.8264 million yuan from institutional investors, while retail investors saw a net inflow of 46.0448 million yuan [2] - The capital flow for individual stocks showed: - Jiaoda Anli (600530) had a net inflow of 18.9711 million yuan from institutional investors [3] - *ST Chuntian (600381) had a net inflow of 13.8693 million yuan from institutional investors [3] - Double Happiness Development (000895) had a net inflow of 18.8154 million yuan from institutional investors [3]

Market Overview - The food processing sector increased by 0.49% on October 16, with *ST Chuntian leading the gains [1] - The Shanghai Composite Index closed at 3916.23, up 0.1%, while the Shenzhen Component Index closed at 13086.41, down 0.25% [1] Stock Performance - *ST Chuntian (600381) closed at 4.88, up 4.95% with a trading volume of 89,600 shares and a turnover of 43.38 million yuan [1] - Quandawei (002626) closed at 21.90, up 3.01% with a trading volume of 239,000 shares and a turnover of 52.5 million yuan [1] - Tangchen Beijian (300146) closed at 12.46, up 2.81% with a trading volume of 570,200 shares and a turnover of 714 million yuan [1] - Shuanghui Development (000895) closed at 25.40, up 0.99% with a trading volume of 108,000 shares and a turnover of 274 million yuan [1] - Other notable stocks include Jiaoda Anli (600530) and Chunxue Food (605567), with minor increases of 0.84% and 0.20% respectively [1] Capital Flow - The food processing sector experienced a net outflow of 106 million yuan from institutional investors, while retail investors saw a net inflow of 69.89 million yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors withdrawing funds while retail investors are actively buying [2] Individual Stock Capital Flow - Anjiu Food (603345) had a net inflow of 18.59 million yuan from institutional investors, while retail investors had a net outflow of 34.42 million yuan [3] - Jiaoda Anli (600530) saw a net inflow of 16.91 million yuan from institutional investors, but retail investors had a net outflow of 9.50 million yuan [3] - *ST Chuntian (600381) had a net inflow of 11.76 million yuan from institutional investors, with retail investors also experiencing a net outflow [3]

Market Overview - On October 14, the food processing sector rose by 0.04% compared to the previous trading day, with Gai Shi Food leading the gains [1] - The Shanghai Composite Index closed at 3865.23, down 0.62%, while the Shenzhen Component Index closed at 12895.11, down 2.54% [1] Stock Performance - Gai Shi Food (code: 920826) closed at 13.35, up 3.57% with a trading volume of 89,900 shares and a turnover of 118 million yuan [1] - Wei Zhi Xiang (code: 605089) closed at 26.33, up 3.38% with a trading volume of 25,100 shares and a turnover of 65.18 million yuan [1] - Hui Fa Food (code: 603536) closed at 10.67, up 2.01% with a trading volume of 139,900 shares and a turnover of 149 million yuan [1] - Other notable performers include Kang Bi Te (code: 920429) up 1.63% and Shuanghui Development (code: 000895) up 1.17% [1] Capital Flow - The food processing sector experienced a net outflow of 125 million yuan from institutional investors, while retail investors saw a net inflow of 140 million yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors are more active [2] Individual Stock Capital Flow - ST Chuntian (code: 600381) had a net inflow of 3.86 million yuan from institutional investors, while it faced a net outflow of 3.76 million yuan from speculative funds [3] - Hui Fa Food (code: 603536) saw a net inflow of 2.40 million yuan from institutional investors, but a net outflow of 2.55 million yuan from retail investors [3] - Shuanghui Development (code: 000895) had a net inflow of 1.87 million yuan from institutional investors, with a significant outflow of 38.42 million yuan from speculative funds [3]