关于 中炬高新技术实业（集团）股份有限公司 二〇二四年年度股东大会的 法律意见书 地址：中国广东省中山市东区东苑南路 101 号大东裕贸联大厦北塔 2 号 27 楼 2709、 2710 卡 法律意见书 广东卓建（中山）律师事务所 关于中炬高新技术实业（集团）股份有限公司 二〇二四年年度股东大会的 法律意见书 致：中炬高新技术实业（集团）股份有限公司 广东卓建（中山）律师事务所（以下简称"卓建"）接受中炬高新技术实业（集 团）股份有限公司（以下简称"公司"）的委托，指派律师（以下简称"本所律师"） 出席公司2024年年度股东大会（以下简称"本次股东大会"），并根据《中华人民 共和国证券法》（以下简称"《证券法》"）、《中华人民共和国公司法》（以下 简称"《公司法》"）、《上市公司股东大会规则》（以下简称"《股东大会规则》"） 等法律、法规、规范性文件以及现行有效的《中炬高新技术实业（集团）股份有限 公司章程》（以下简称"《公司章程》"）的规定，在进行必要验证工作的基础上， 对公司本次股东大会的召集、召开程序、出席会议人员和召集人资格、表决程序和 结果等事项的合法性发表见证法律意见。 本所律师已得到公司如下保证 ...

Core Viewpoint - The company reported a significant decline in revenue and net profit for Q1 2025, attributed to seasonal factors and ongoing channel adjustments [1][2]. Financial Performance - Total revenue for Q1 2025 was 1.102 billion yuan, a year-on-year decrease of 25.81% - Net profit attributable to shareholders was 181 million yuan, down 24.24% year-on-year, with a non-recurring net profit of 180 million yuan, a decrease of 23.87% [1] - The subsidiary Meiwai Xian generated revenue of 1.082 billion yuan, a decline of 25.94% year-on-year, with net profit of 177 million yuan, down 27.61% [1] Revenue Breakdown - By product category, Q1 2025 revenue was as follows: - Soy sauce: 648 million yuan (down 31.57%) - Chicken essence and powder: 130 million yuan (down 28.6%) - Edible oil: 51 million yuan (down 50.01%) - Others: 199 million yuan (down 6.89%) [2] - By sales channel, revenue was: - Distribution: 971 million yuan (down 30.69%) - Direct sales: 56 million yuan (up 33.27%) [2] - By region, revenue was: - Eastern: 195 million yuan (down 47.71%) - Southern: 419 million yuan (down 19.63%) - Central and Western: 230 million yuan (down 29.05%) - Northern: 183 million yuan (down 18.72%) [2] Cost and Profitability - The net profit margin increased by 0.34 percentage points to 16.44%, and the gross margin rose by 1.75 percentage points to 38.73% [3] - The increase in net profit margin was driven by sustained raw material cost reductions and internal efficiency improvements [3] - The company completed the acquisition of a 20% minority stake in Chubang at the end of 2024, significantly reducing minority shareholder losses, which contributed to overall profitability [3] Strategic Outlook - The company aims to drive growth through both organic and external strategies, focusing on enhancing management efficiency and product innovation while expanding into overseas markets [5] - The resolution of minority stake issues is expected to continue supporting net profit growth in 2025, with projected net profits of 928 million yuan and 1.064 billion yuan for 2025 and 2026, respectively [5]

Investment Rating - The investment rating for the company is "Buy" and is maintained [9]. Core Views - The company's Q1 2025 performance was impacted by the timing of the Spring Festival, leading to a revenue decline of 25.81% year-on-year, with total revenue at 1.102 billion yuan and net profit attributable to shareholders at 181 million yuan, down 24.24% year-on-year [2][4]. - The company is focusing on marketing reforms and expanding its distribution channels, particularly in core markets such as South China and East China, to stabilize its operations and enhance product adaptability [5][6]. - The resolution of minority equity issues is expected to continue to enhance net profit margins, with projections for net profit attributable to shareholders of 928 million yuan and 1.064 billion yuan for 2025 and 2026, respectively, corresponding to PE ratios of 16 and 14 times [7]. Summary by Sections Financial Performance - In Q1 2025, the company reported total revenue of 1.102 billion yuan, a decrease of 25.81% year-on-year, and a net profit of 181 million yuan, down 24.24% year-on-year. The adjusted net profit was 180 million yuan, reflecting a decline of 23.87% [2][4]. - The revenue breakdown shows soy sauce at 648 million yuan (down 31.57%), chicken essence at 130 million yuan (down 28.6%), and edible oil at 51 million yuan (down 50.01%) [5]. Profitability and Cost Management - The net profit margin improved by 0.34 percentage points to 16.44%, and the gross margin increased by 1.75 percentage points to 38.73%. This improvement is attributed to the continued benefits from raw material cost reductions and internal cost-cutting measures [6]. - The company completed the acquisition of a 20% minority stake in Chubang at the end of 2024, significantly reducing minority shareholder losses, which contributed positively to overall profitability [6]. Strategic Outlook - The company aims to drive growth through both organic and external strategies, focusing on enhancing management efficiency and product innovation while expanding into overseas markets [7]. - The company plans to stabilize its core markets and increase the number of distributors, which rose by 491 in Q1 2025, indicating potential for future growth [5].

Investment Rating - The report maintains a "Buy" investment rating for Zhongju Gaoxin (600872.SH) [1][9] Core Views - The company reported a revenue of 1.102 billion yuan in Q1 2025, a decrease of 26% year-on-year, with a net profit of 181 million yuan, also down 24% year-on-year [1] - The gross margin improved by 2 percentage points to 38.73% in Q1 2025, primarily due to a decrease in raw material prices [2] - The company successfully reduced inventory levels, with revenue from soy sauce, chicken essence, and cooking oil decreasing by 32%, 29%, and 50% respectively, due to adjustments in supply rhythm [3] - The company is expanding its restaurant product matrix and e-commerce channels, with direct sales channel revenue increasing by 33% year-on-year [4] - Earnings per share (EPS) forecasts for 2025-2027 have been adjusted to 1.17, 1.29, and 1.43 yuan respectively, with corresponding price-to-earnings (PE) ratios of 16, 15, and 14 [5] Summary by Sections Financial Performance - Q1 2025 revenue was 1.102 billion yuan, down 26% year-on-year, with a net profit of 181 million yuan, also down 24% year-on-year [1] - Gross margin increased to 38.73%, while net profit margin decreased to 16.46% [2] Inventory and Pricing - The company effectively managed inventory reduction, with significant revenue declines in key product lines due to strategic adjustments [3] - The pricing for main products is stabilizing as inventory levels return to healthy ranges [3] Channel Development - The company is enhancing its restaurant product offerings and expanding e-commerce channels, with notable growth in direct sales [4] - The focus on one-stop service is expected to improve brand penetration in key areas [4] Earnings Forecast - Adjusted EPS for 2025-2027 are projected at 1.17, 1.29, and 1.43 yuan, reflecting ongoing operational improvements [5]

Investment Rating - The report maintains a "Buy" investment rating for Zhongju Gaoxin (600872.SH) [1][9] Core Views - The company reported a revenue of 1.102 billion yuan in Q1 2025, a decrease of 26% year-on-year, with a net profit of 181 million yuan, also down 24% year-on-year [1] - The gross margin improved by 2 percentage points to 38.73% in Q1 2025, primarily due to a decrease in raw material prices [2] - The company successfully reduced inventory levels, with revenue from soy sauce, chicken essence, and cooking oil decreasing by 32%, 29%, and 50% respectively, due to adjustments in supply rhythm [3] - The company is expanding its product matrix in the catering category and has seen a 33% increase in direct sales channel revenue, indicating growth in e-commerce channels [4] Summary by Sections Financial Performance - Q1 2025 revenue was 1.102 billion yuan, down 26% year-on-year, with a net profit of 181 million yuan, also down 24% year-on-year [1] - The gross margin increased to 38.73%, while the net profit margin decreased to 16.46% [2] Inventory and Pricing - The company effectively managed inventory reduction, with significant revenue declines in key product lines due to strategic adjustments [3] - The pricing for main products is stabilizing as inventory levels return to a healthy state [3] Channel Development - Revenue from distribution channels decreased by 31% in Q1 2025, while direct sales channels grew by 33% [4] - The company is focusing on enhancing its catering channel and expanding its e-commerce presence [4] Earnings Forecast - The earnings per share (EPS) estimates for 2025-2027 have been adjusted to 1.17, 1.29, and 1.43 yuan respectively, with corresponding price-to-earnings (PE) ratios of 16, 15, and 14 [5]

Investment Rating - The investment rating for the company is maintained at "Buy" [6][9]. Core Views - The company's revenue has been impacted by the timing of the Spring Festival and channel adjustments [4]. - Profitability has improved due to scale effects and increased investment in expenses, with Q1 gross margin rising by 1.8 percentage points to 38.7% due to lower raw material costs and optimized supply chain [5]. - The company expects a recovery in operations in the second half of the year as channel inventory continues to decrease, with a focus on traditional channel penetration and e-commerce expansion [6]. Revenue and Profit Forecast - The company forecasts total revenue for 2025-2027 to be 5.8 billion, 6.2 billion, and 6.73 billion yuan respectively, with year-on-year growth of 5.1%, 7.0%, and 8.5% [6]. - The expected net profit attributable to the parent company for the same period is projected to be 900 million, 990 million, and 1.11 billion yuan, with year-on-year growth of 1.0%, 9.1%, and 12.3% [6]. Financial Performance - In Q1, the company reported revenue of 1.102 billion yuan, a decrease of 25.8%, and a net profit of 181 million yuan, down 24.2% [6][11]. - The main product, "Meiwei Xian," generated revenue of 1.08 billion yuan in Q1, a decline of 25.9% year-on-year, primarily due to the Spring Festival timing and channel inventory adjustments [6][11]. - The company added 118 new distributors in Q1, indicating ongoing channel expansion [6].

Investment Rating - The investment rating for the company is maintained at "Buy" [6][9]. Core Views - The company's revenue has been impacted by the timing of the Spring Festival and channel adjustments [4]. - The gross profit margin increased by 1.8 percentage points year-on-year to 38.7%, primarily due to a decline in raw material costs and optimized supply chain management [5]. - The net profit margin for the company increased by 0.3 percentage points year-on-year to 16.4% [5]. - The company is expected to experience a low start followed by improvement in operations in the second half of 2025, driven by inventory destocking and a focus on traditional channel penetration and e-commerce expansion [6]. Financial Performance Summary - In Q1, the company reported revenue of 1.102 billion yuan, a decrease of 25.8% year-on-year, and a net profit of 181 million yuan, down 24.2% year-on-year [6][9]. - The main product, "Meiwei Xian," generated revenue of 1.08 billion yuan in Q1, a decline of 25.9% year-on-year, attributed to the Spring Festival timing and inventory destocking [6]. - Revenue from soy sauce, chicken essence, and cooking oil decreased by 31.6%, 28.6%, and 50.0% year-on-year, respectively [6]. - The company anticipates total revenue of 5.8 billion yuan in 2025, with a year-on-year growth of 5.1% [11]. Profitability Forecast - The company is projected to achieve net profits of 900 million yuan, 990 million yuan, and 1.11 billion yuan for 2025, 2026, and 2027, respectively, with year-on-year growth rates of 1.0%, 9.1%, and 12.3% [6][11]. - The current price-to-earnings ratio (P/E) is expected to be 17, 15, and 14 times for the years 2025, 2026, and 2027, respectively [6].

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Views - The company experienced significant revenue pressure in Q1 2025, with a year-on-year revenue decline of 25.81% to 1.102 billion yuan and a net profit decline of 24.24% to 181 million yuan [1][4] - The decline in revenue is attributed to the timing of the Spring Festival, high base effects from the previous year, and strategic adjustments focusing on restoring channel confidence [4][6] - The company is undergoing a transformation period with reforms in organizational structure, channel management, pricing control, and product category expansion [6] Summary by Sections Financial Performance - Q1 2025 revenue was 1.102 billion yuan, down 25.81% year-on-year, with the core subsidiary, Meiwai Xian, contributing 1.082 billion yuan, a decrease of 25.94% [4] - The company’s overall gross margin improved to 38.73%, up 1.75 percentage points year-on-year, primarily due to lower raw material costs [5] - The net profit margin for Q1 2025 was 16.44%, an increase of 0.34 percentage points year-on-year [5] Business Strategy - The company plans to enhance channel construction by repairing the pricing system in South China, adjusting KA channel distributors, strengthening new retail and traditional e-commerce, and expanding the catering channel [6] - The recovery of minority equity in Chubang is expected to contribute positively to net profit starting in 2025 [6] Profit Forecast and Valuation - The net profit forecasts for 2025, 2026, and 2027 are adjusted to 897 million yuan, 999 million yuan, and 1.1 billion yuan respectively, reflecting a downward revision of 7.1%, 6.4%, and 7.3% [7] - The estimated EPS for 2025, 2026, and 2027 are 1.14 yuan, 1.28 yuan, and 1.40 yuan, with corresponding P/E ratios of 17, 15, and 14 [7]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company reported a decline in performance due to proactive adjustments, with expectations for the release of reform benefits [1] - The first quarter of 2025 saw a significant drop in revenue and net profit, attributed to the timing of the Spring Festival and strategic adjustments in inventory and expenses [7] - The company is focusing on channel reforms and promotional plans to stimulate growth in key markets [7] Financial Performance Summary - For 2023, total revenue is projected at 5,139 million yuan, with a year-on-year decrease of 3.78% [1] - The net profit attributable to shareholders is expected to be 1,696.95 million yuan in 2023, reflecting a substantial increase of 386.53% compared to the previous year [1] - The earnings per share (EPS) for 2023 is estimated at 2.17 yuan, with a price-to-earnings (P/E) ratio of 8.90 [1] Revenue and Profit Forecast - Revenue forecasts for 2025 to 2027 are adjusted to 54 billion yuan, 59 billion yuan, and 64 billion yuan respectively, with year-on-year growth rates of -1.7%, +8.2%, and +9.6% [7] - The net profit forecasts for the same period are revised to 8.5 billion yuan, 9.5 billion yuan, and 10.7 billion yuan, with year-on-year growth rates of -4.8%, +12.3%, and +12.3% [7] Market Data - The closing price of the stock is 19.29 yuan, with a market capitalization of 15,108.36 million yuan [5] - The company has a price-to-book (P/B) ratio of 2.60 and a net asset value per share of 7.41 yuan [5][6]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company is experiencing short-term pressure on revenue and profit due to ongoing reforms, with expectations for improvement as the effects of these reforms are realized [4][5] - The first quarter of 2025 saw a significant decline in revenue and net profit, primarily attributed to a downturn in the seasoning business [4][5] - The company is focused on both organic growth and strategic acquisitions to support long-term development [7] Revenue Performance - In Q1 2025, the company's revenue and net profit were 1.1 billion and 180 million yuan, respectively, reflecting a year-on-year decline of 25.8% and 24.2% [4] - The decline in revenue was influenced by several factors, including early inventory stocking for the Spring Festival and adjustments in supply chain management [5] - Revenue from key products such as soy sauce, chicken essence, and cooking oil saw year-on-year declines of 31.6%, 28.6%, and 50.0%, respectively [5] Profitability Analysis - The company's net profit margin decreased by 1.17 percentage points to 16.5% in Q1 2025, while the gross margin improved by 1.75 percentage points due to lower raw material costs [6] - The company managed to reduce absolute values of sales, management, and R&D expenses, primarily through decreased promotional costs and energy consumption [6] Financial Forecasts - The company has adjusted its net profit forecasts for 2025-2027 to 920 million, 990 million, and 1.12 billion yuan, respectively, down from previous estimates [4] - The projected P/E ratios for 2025, 2026, and 2027 are 16.4, 15.3, and 13.5 times, respectively [4][9] Strategic Initiatives - The company is actively pursuing brand enhancement through celebrity endorsements and is focusing on acquisition opportunities to fill product gaps [7]