北京市汉坤（深圳）律师事务所 关于 中炬高新技术实业（集团）股份有限公司 回购注销 2024 年限制性股票激励计划 部分限制性股票的 法律意见书 汉坤（证）字[2025]第 40908-1-O-3 号 中国广东省深圳市福田区中心四路 1-1 号嘉里建设广场第三座 20 层 518048 电话：(86 755) 3680 6500；传真：(86 755) 3680 6599 北京 上海 深圳 海口 武汉 香港 新加坡 纽约 www.hankunlaw.com 北京市汉坤（深圳）律师事务所 法律意见书 北京市汉坤（深圳）律师事务所 关于中炬高新技术实业（集团）股份有限公司 回购注销 2024 年限制性股票激励计划部分限制性股票的法律意见书 致：中炬高新技术实业（集团）股份有限公司 北京市汉坤（深圳）律师事务所（以下简称"本所"）接受中炬高新技术实业 （集团）股份有限公司（以下简称"公司"或"中炬高新"）的委托，担任中炬高 新 2024 年限制性股票激励计划（以下简称"本次激励计划"）的专项法律顾问， 并根据《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》"）、《 ...

Core Viewpoint - Zhongju Gaoxin (600872.SH), known as the "second in soy sauce," is facing dual pressures on its operations and stock price, with significant declines in both revenue and net profit [1][5]. Financial Performance - In Q1 2024, Zhongju Gaoxin reported revenue of approximately 1.1 billion yuan and a net profit attributable to shareholders of about 180 million yuan, representing year-on-year declines of approximately 26% and 24% respectively [2][5]. - For the full year 2024, the company anticipates a revenue increase of over 7%, but a drastic net profit decline of 47% [2]. - The revenue for the subsidiary Meiwai Xian in 2024 was 5.075 billion yuan, showing a modest year-on-year growth of only 2.9% [3]. Market Comparison - In contrast, leading competitor Haitian Flavoring (603288) achieved a net profit of 2.202 billion yuan in Q1 2024, marking a year-on-year increase of 14.77% [6]. - Zhongju Gaoxin's net profit has been declining while competitors are experiencing growth, widening the gap with Haitian Flavoring [7]. Internal Challenges - The company is currently dealing with internal conflicts, including a delayed board election and ongoing disputes related to shareholder control [11][12]. - The internal strife has hindered the company's ability to execute its growth plans effectively, including the ambitious goal of generating 10 billion yuan in revenue for Meiwai Xian by 2026 [13]. Strategic Initiatives - In 2024, Zhongju Gaoxin initiated a marketing transformation, shifting from a centralized management model to a division-controlled model, which has faced challenges in execution [9]. - The company has resolved a long-standing equity issue with Guangdong Chubang Food Co., which is now a wholly-owned subsidiary, but this has not translated into improved financial performance [7][8].

Core Viewpoint - The ongoing power struggle among shareholders of Zhongju Gaoxin (600872.SH) continues, with a recent lawsuit from Talen Tong Fund Management challenging key resolutions that removed directors associated with the Baoneng Group, indicating a potential counterattack from Baoneng [2][3][4] Shareholder Dispute - Talen Tong has filed a lawsuit to annul the resolutions from the 2023 extraordinary general meeting and the 15th meeting of the 10th board of directors, citing procedural flaws in the meeting [3][4] - The resolutions in question involved the removal of four directors and three executives linked to the Baoneng Group, which suggests that Talen Tong's actions align with Baoneng's interests [3][4][5] Board Election Delays - The board and supervisory board elections have been postponed twice, reflecting the intensifying shareholder conflict within the company [4][5] - The company has cited ongoing preparations for the elections as the reason for the delays, which were initially set for March 22, 2025, then postponed to May, and again proposed for a two-month delay [4][5] Financial Performance - Zhongju Gaoxin's financial performance has deteriorated, with a reported revenue of 5.519 billion yuan for 2024, a year-on-year increase of 7.39%, but a significant decline in net profit to 893 million yuan, down 47.37% [5] - In the first quarter, the company recorded a revenue of 1.102 billion yuan, a decrease of 25.81%, and a net profit of 181 million yuan, down 24.24% year-on-year, indicating a troubling trend of declining revenue and profit [6]

Core Viewpoint - The company, Zhongju High-tech Industrial (Group) Co., Ltd., is set to hold an earnings presentation for the fiscal year 2024 and the first quarter of 2025 on June 9, 2025, to provide insights into its financial performance and address investor inquiries [2][3]. Group 1: Meeting Details - The earnings presentation will take place on June 9, 2025, from 10:00 AM to 11:00 AM [4]. - The venue for the meeting is the Shanghai Stock Exchange Roadshow Center, and it will be conducted via video recording and online interaction [4][5]. - Investors can submit questions for the presentation from May 30, 2025, to June 6, 2025, before 4:00 PM [5]. Group 2: Participants - Key participants in the meeting will include the Chairman, Yu Jianhua, Independent Director, Gan Yaoren, and the Executive Vice President and CFO, Lin Ying [4]. - The company’s Secretary of the Board, Guo Yihang, will also be present [4]. Group 3: Contact Information - For inquiries, investors can contact Qu Shuai or Lin Yanying at the provided phone number and email [6]. - After the meeting, the main content and outcomes will be available on the Shanghai Stock Exchange Roadshow Center website [6].

证券代码：600872 证券简称：中炬高新 公告编号：2025-031 中炬高新技术实业(集团)股份有限公司 关于召开 2024 年度暨 2025 年第一季度 业绩说明会的公告 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法律责任。 重要内容提示： https://roadshow.sseinfo.com/） 会议召开方式：上证路演中心视频录播和网络互动 投资者可于 2025 年 05 月 30 日（星期五）至 06 月 06 日（星期 五）16:00 前登录上证路演中心网站首页点击"提问预征集"栏目进 行提问。公司将在说明会上对投资者普遍关注的问题进行回答。 中炬高新技术实业（集团）股份有限公司（以下简称：公司）已 于 2025 年 04 月 09 日发布公司 2024 年年度报告，并于 2025 年 04 月 30 日发布公司 2025 年第一季度报告，为便于广大投资者更全面深入 地了解公司 2024 年度及 2025 年第一季度经营成果、财务状况，公司 计划于 2025 年 06 月 09 日（星期一）上午 10:00-11:0 ...

Core Viewpoint - The company is currently involved in a lawsuit initiated by Shenzhen Qianhai Talent Fund Management Co., Ltd., which seeks to annul the resolutions from the company's 2023 first extraordinary general meeting and the fifteenth meeting of the tenth board of directors due to alleged violations of legal and procedural regulations [1][2]. Summary by Sections Basic Information of the Lawsuit - The lawsuit has been accepted by the Zhongshan Intermediate People's Court, and the first hearing has not yet taken place [1][2]. - The company is positioned as the defendant in this case [1]. Claims and Reasons from the Plaintiff - The plaintiff claims that the resolutions from the 2023 first extraordinary general meeting and the fifteenth board meeting violate laws and the company's articles of association, and that the procedures for convening and voting were not in accordance with the articles [2]. Impact on Company Profits - The company asserts that the procedures for convening and conducting the meetings comply with legal and regulatory requirements, and the lawsuit will not have a direct impact on the company's profits [2]. Other Legal Matters - As of the date of the announcement, the company and its subsidiaries have no other undisclosed litigation or arbitration matters [3].

证券代码：600872 证券简称：中炬高新 公告编号：2025-030 重要内容提示: 塔冷通以公司决议撤销纠纷为案由，主张撤销中炬高新 2023 年第一次临时股东大会决议、第十届董事会第十五次会议决议 中炬高新技术实业（集团）股份有限公司 关于涉及诉讼事项的公告 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。 案件所处的诉讼阶段：一审已受理，目前尚未开庭 截至本公告披露日，公司生产经营管理一切正常，本次诉讼案 件不会对公司损益产生直接影响 一、本次诉讼案件的基本情况 近日，中炬高新技术实业（集团）股份有限公司（以下简称：公 司、被告、本公司或中炬高新）收到广东省中山市中级人民法院（以 下简称：中山市中院）送达的（2025）粤 20 民初 79 号案件（以下简 称：本次诉讼案件）应诉通知书、民事起诉状等相关起诉文件。原告 方深圳前海塔冷通基金管理有限公司（以下简称：原告、塔冷通）以 公司决议撤销纠纷为案由对公司提起诉讼。 二、本次诉讼案件的事实和请求 原告：深圳前海塔冷通基金管理有限公司 被告：本公司 原告的诉讼请求： ...

Core Insights - The company is redefining its brand strategy for its Chubang brand, focusing on providing comprehensive food solutions rather than just selling condiments [1] - The partnership with celebrity spokesperson Nicholas Tse has significantly enhanced the brand's visibility and sales through effective offline marketing strategies [3][4] - The company aims to establish itself as a "professional food solution provider" by tailoring services to meet the needs of B-end clients such as chain restaurants and hotel groups [4] Group 1 - The "Rebuild a New Chubang" strategy emphasizes exploring the B-end market potential and expanding into the food service sector [1] - Nicholas Tse's endorsement has led to a rapid expansion of Chubang's offline channel presence, enhancing consumer recognition of its low-salt products [3] - The dual approach of celebrity marketing and experiential promotion has effectively driven sales and improved conversion rates at retail locations [3] Group 2 - The company is leveraging Tse's global influence and the "Fengwei" food IP to penetrate the overseas Chinese food market [4][5] - There is a growing demand for authentic Chinese condiments in international markets, which the company aims to fulfill through targeted marketing efforts [4] - The brand's promotional activities and culinary events will enhance its reputation and visibility among overseas consumers interested in Chinese cuisine [5]

Core Viewpoint - After regaining minority equity in Chubang, Zhongju Gaoxin has not achieved the expected growth, with a significant decline in revenue and net profit in Q1 2024 compared to the previous year [1][2]. Financial Performance - In Q1 2024, Zhongju Gaoxin reported revenue of 1.102 billion yuan, a year-on-year decrease of 25.81%, and a net profit decline of 24.24% [1][2]. - The company's revenue decreased by 3.78% in 2023, with a further decline of 24.24% in Q1 2024 [2]. - The management expenses and sales expenses increased year-on-year, contributing to the accelerated decline in net profit [2]. Market Position and Competition - Zhongju Gaoxin is the worst-performing company among the four A-share listed companies primarily engaged in soy sauce production, excluding "ST Jiajia" [2]. - The soy sauce market in China reached a scale of 100.4 billion yuan in 2023, with a CAGR of 3.2% from 2018 to 2023, indicating a shift to a low-growth phase in the seasoning industry [4]. Company Governance Issues - The board of directors' election has been repeatedly postponed, raising concerns about the management's ability to maintain strategic stability and drive growth [1][5]. - The company has faced historical governance issues, including the investigation of former executives for breaching fiduciary duties [3][5]. Strategic Challenges - The company is experiencing challenges in its high-end strategy and R&D investment, lagging behind competitors in the "zero additives, reduced salt" trend [6]. - Zhongju Gaoxin's production capacity expansion plans, including a 1.275 billion yuan investment to upgrade its Zhongshan base, may lead to difficulties in absorbing new capacity amid stagnant sales [6].

Core Insights - The condiment industry is experiencing significant challenges, with 40% of listed companies reporting revenue declines in their 2024 annual reports, and some leading firms like Xue Tian Salt Industry and Zhong Ju High-tech seeing net profits nearly halved [2][4][5] Group 1: Company Performance - Hai Tian Wei Ye reported a revenue of 26.9 billion yuan, a year-on-year increase of 9.53%, with a net profit of 6.34 billion yuan, up 12.75% [2] - Xue Tian Salt Industry's net profit plummeted over 57% to 893 million yuan, with revenue down more than 13% [4] - Zhong Ju High-tech's net profit fell by 47.37% to 893 million yuan, with both revenue and net profit declining in the first quarter of 2025 [4] Group 2: Market Dynamics - The industry is undergoing severe channel disruptions, with Fuling Zha Cai cutting 607 distributors in a year, while Jia Long Co. saw its distributor count surge from 156 to 535 [2][6] - The overall trend shows that over half of the companies are experiencing continued revenue shrinkage into the first quarter of 2025 [2][5] Group 3: Sales and Marketing Trends - A common issue in the industry is the focus on marketing over research and development, with many companies having R&D expenses below 5% of their total expenditures [9] - Sales expenses are rising significantly, with 11 out of 18 companies reporting increased sales costs, including Lianhua Holdings, which saw a 79.60% increase in sales expenses [8][9]