法律意见书 北京海润天睿律师事务所 关于梅花生物科技集团股份有限公司 2023 年年度股东大会的 法律意见书 致：梅花生物科技集团股份有限公司 北京海润天睿律师事务所接受梅花生物科技集团股份有限公司（以下简称公 司）的委托，对公司于 2024 年 4 月 8 日召开的 2023 年年度股东大会（以下简称 本次股东大会或会议）进行见证，根据《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》）和《梅花 生物科技集团股份有限公司章程》（以下简称《公司章程》）的规定，按照律师 行业公认的业务标准、道德规范和勤勉尽责精神，对公司本次股东大会的召集、 召开程序、出席会议人员的资格、表决程序及结果等有关事宜发表法律意见。 一、本次股东大会的召集、召开程序 本次股东大会的召集人系公司董事会。 2024 年 3 月 18 日，公司第十届董事会第九次会议作出召开本次股东大会的 决议，董事会以公告形式向全体股东发出《梅花生物科技集团股份有限公司关于 召开 2023 年年度股东大会的通知》（以下简称会议通知），该会议通知刊登于上 海证券交易所网站、《上海证券报》《证券时报》及巨潮资讯 ...

证券代码：600873 证券简称：梅花生物 公告编号：2024-027 梅花生物科技集团股份有限公司 关于2024年员工持股计划实施进展的公告 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。 梅花生物科技集团股份有限公司（以下简称"公司"）分别于 2024 年 1 月 16 日、2024 年 2 月 1 日召开第十届董事会第八次会议和 2024 年第一次临时股东大 会，审议通过了《关于公司 2024 年员工持股计划（草案）及其摘要的议案》、《关 于公司 2024 年员工持股计划管理办法的议案》、《关于提请股东大会授权董事会 全权办理公司员工持股计划相关事项的议案》等相关议案，具体内容详见公司于 2024年1月17日、2024年2月2日在上海证券交易所网站（http://www.sse.com.cn） 上披露的相关公告。 根据中国证监会《关于上市公司实施员工持股计划试点的指导意见》及《上 海证券交易所上市公司自律监管指引第 1 号—规范运作》等要求，现将截止 2024 年 3 月底的实施进展情况公告如下： 1.公司 2024 ...

证券代码：600873 证券简称：梅花生物 公告编号：2024-026 梅花生物科技集团股份有限公司 关于以集中竞价方式回购公司股份的进展公告 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： 公司将严格按照《上市公司股份回购规则》《上海证券交易所上市公司自律监 管指引第 7 号——回购股份》等相关规定，在回购期限内根据市场情况择机做出 回购决策并予以实施，同时根据回购股份事项进展情况及时履行信息披露义务，敬 请广大投资者注意投资风险。 特此公告。 梅花生物科技集团股份有限公司董事会 一、回购股份的基本情况 梅花生物科技集团股份有限公司（以下简称"公司"）分别于 2023 年 4 月 8 日、2023 年 4 月 28 日召开了第十届董事会第三次会议和 2023 年第二次临时股东 大会，会议审议通过了《关于以集中竞价交易方式回购公司股份的议案》，公司 于 2023 年 4 月 29 日披露了《梅花生物科技集团股份有限公司关于以集中竞价交 易方式回购股份的回购报告书》，本次回购金额不低于人民币 8 亿元，不超过人 ...

梅花生物科技集团股份有限公司 2023 年年度股东大会 会议资料 二○二四年四月 | 2023 年年度股东大会会议议程 | | 5 | | --- | --- | --- | | 议案一、关于 | 2023 | 年度董事会工作报告的议案 6 | | 议案二、关于 | 2023 | 年度监事会工作报告的议案 17 | | 议案三、关于 | 2023 | 年年度报告及其摘要的议案 18 | | 议案四、关于 | 2023 | 年度财务决算报告的议案 18 | | 议案五、关于 | 2024 | 年度预算方案的议案 20 | | 议案六、关于 | 2023 | 年度利润分配方案（预案）的议案 20 | | 议案七、关于预计 2024 | | 年向全资子公司提供担保的议案 20 | | 议案八、关于开展金融衍生品交易业务的议案 21 | | | | 议案九、关于使用闲置自有资金购买理财产品的议案 21 | | | | 议案十、关于变更财务报告审计机构的议案 22 | | | | 议案十一、关于变更内部控制审计机构的议案 22 | | | | 议案十二、关于公司 | | 2024 年重大投资计划的议案 22 | | 议 ...

Investment Rating - The report gives a "Buy" rating for the company, marking its first coverage [1][8][37] Core Insights - The company aims to become a leading enterprise in synthetic biology, with significant improvements in Q4 performance and a focus on amino acid products [1][5][7] - In 2023, the company achieved revenue of 27.8 billion yuan, a year-on-year decline of 1%, and a net profit of 3.18 billion yuan, down 28% year-on-year [3][9] - The company is expected to see a gradual recovery in profitability, with projected net profits of 3.29 billion, 3.79 billion, and 4.16 billion yuan for 2024, 2025, and 2026 respectively [8][37] Financial Performance Summary - In Q4 2023, the company reported revenue of 7.2 billion yuan, a year-on-year increase of 2% and a quarter-on-quarter increase of 4% [3][5] - The gross profit margin for Q4 was 23.2%, with a net profit of 1.02 billion yuan, reflecting a year-on-year increase of 6% and a quarter-on-quarter increase of 29% [3][5] - The company’s operating cash flow for 2023 was 5.2 billion yuan, indicating strong cash generation capabilities [20][28] Product Segment Performance - The animal nutrition amino acid segment generated revenue of 14.54 billion yuan, down 2.5% year-on-year, while the human medical amino acid segment saw a revenue increase of 2% to 560 million yuan [3][11] - The food flavor enhancement products segment reported revenue of 9.83 billion yuan, a decline of 3% year-on-year, but with a gross margin improvement [3][11] - Key products like lysine and threonine saw volume increases of 7% and 24% respectively, despite price declines [4][11] Future Outlook - The company is focused on technological upgrades and new project implementations, aiming to enhance its production capabilities in synthetic biology [7][37] - The report anticipates a recovery in amino acid prices and demand from the downstream livestock sector, which could positively impact future earnings [5][8]

Investment Rating - The report maintains a "Buy" rating for Meihua Biological (600873) [1][2] Core Views - The company's performance meets expectations, with a revenue of 27.761 billion yuan in 2023, a slight increase of 0.63% year-on-year, and a net profit attributable to shareholders of 3.181 billion yuan, down 27.81% year-on-year [1] - The company demonstrates long-term value through a high dividend payout ratio, with a proposed cash dividend of approximately 1.2 billion yuan, representing 65.71% of the net profit attributable to shareholders for 2023 [1] - The company expects net profits attributable to shareholders to be 3.229 billion yuan, 3.834 billion yuan, and 4.253 billion yuan for 2024, 2025, and 2026, respectively [1] Financial Performance and Forecast - Revenue for 2023 is reported at 27,761 million yuan, with projected revenues of 29,658 million yuan, 31,586 million yuan, and 34,586 million yuan for 2024, 2025, and 2026, respectively, reflecting growth rates of 6.83%, 6.50%, and 9.50% [2][4] - The EBITDA for 2023 is 5,185 million yuan, with projections of 5,812.27 million yuan, 6,438.37 million yuan, and 6,694.88 million yuan for the following years [2] - The net profit attributable to shareholders is forecasted to grow from 3,181 million yuan in 2023 to 4,253 million yuan in 2026, with growth rates of 1.53%, 18.72%, and 10.93% for the respective years [2][4] - The earnings per share (EPS) is expected to increase from 1.08 yuan in 2023 to 1.44 yuan in 2026 [2][4] Company Overview - The latest closing price for Meihua Biological is 10.49 yuan, with a total market capitalization of 30.9 billion yuan [3] - The company has a total share capital of 2.943 billion shares, with a debt-to-asset ratio of 44.8% [3]

Investment Rating - The report maintains an "Outperform" rating for Meihua Holdings Group with a target price of RMB 13.00, based on a current price of RMB 10.49 [2][15]. Core Views - The company aims to become a leader in synthetic biology, leveraging its large-scale bio-manufacturing capabilities and focusing on collaborations with top global biotechnology firms [7][14]. - The earnings forecast has been adjusted downward due to a decline in product prices, with expected EPS for 2024-2026 at RMB 1.20, RMB 1.32, and RMB 1.46 respectively [15]. Financial Performance - In 2023, the company achieved operating income of RMB 27.761 billion, a year-on-year decline of 0.63%, and a net profit of RMB 3.181 billion, down 27.81% [10][11]. - The fourth quarter of 2023 saw a recurring net profit of RMB 983 million, up 42.39% quarter-on-quarter and 17.84% year-on-year [10][11]. - The company’s gross profit margin for 2023 was 19.7%, with projections for 2024-2026 indicating slight improvements [9][15]. Business Segments - The animal nutrition amino acids segment reported revenue of RMB 14.539 billion, a decline of 2.46% year-on-year, with a gross margin of 12.22% [12]. - The human medical amino acids segment achieved revenue of RMB 563 million, up 2.25% year-on-year, with a gross margin of 27.25% [12]. - The food taste optimization products segment generated RMB 9.832 billion in revenue, down 2.64% year-on-year, while the other products segment saw a revenue increase of 14.46% to RMB 2.504 billion [12]. Research and Development - The company has increased its investment in R&D, successfully launching new strains and processes that significantly reduce production costs [13][14].

Investment Rating - The report maintains a "Recommended" rating for the company [2][3]. Core Views - The company's performance in 2023 met expectations, with a slight revenue decline of 0.63% year-on-year, totaling 27.76 billion yuan. However, the net profit attributable to shareholders decreased by 27.81% to 3.18 billion yuan [2]. - The diversified product portfolio has provided stable revenue, although profit margins were pressured due to price declines. Key products such as lysine and threonine saw volume increases, but their selling prices dropped significantly [2]. - The company is advancing in synthetic biology, enhancing its technological capabilities and production efficiency, which is expected to contribute to future earnings growth [2]. - The company is positioned as a global leader in amino acids, with significant scale and cost advantages, projecting net profits of 3.02 billion yuan in 2024, with an EPS of 1.02 yuan [2][3]. Financial Summary - In 2023, the company achieved total revenue of 27.76 billion yuan, with a year-on-year growth rate of -0.63%. The net profit attributable to shareholders was 3.18 billion yuan, reflecting a decline of 27.81% [3]. - The forecast for 2024 estimates revenue growth of 12.6%, reaching 31.26 billion yuan, with net profit expected to decrease slightly to 3.02 billion yuan [3]. - The company's earnings per share (EPS) for 2024 is projected at 1.02 yuan, with a price-to-earnings (PE) ratio of 11 times [3].

Investment Rating - The report maintains an "Outperform" rating for Meihua Holdings Group with a target price of RMB 13.00, based on a current price of RMB 10.49 [2][14]. Core Views - The company aims to become a leader in synthetic biology, leveraging its large-scale bio-manufacturing capabilities and focusing on collaborations with top global biotechnology firms [6][13]. - The earnings forecast has been adjusted downward due to a decline in product prices, with expected EPS for 2024-2026 at RMB 1.20, RMB 1.32, and RMB 1.46 respectively [14]. Financial Performance Summary - In 2023, the company achieved operating income of RMB 27.761 billion, a year-on-year decline of 0.63%, and a net profit of RMB 3.181 billion, down 27.81% [9][10]. - The fourth quarter of 2023 saw a revenue of RMB 7.234 billion, up 4.27% quarter-on-quarter and 1.66% year-on-year, with a net profit of RMB 1.020 billion, reflecting a 29.22% increase quarter-on-quarter and 5.99% year-on-year [9][10]. - The recurring net profit for Q4 2023 was RMB 983 million, up 42.39% quarter-on-quarter and 17.84% year-on-year [9][10]. Business Segment Performance - The animal nutrition amino acids segment reported revenue of RMB 14.539 billion, down 2.46% year-on-year, with a gross profit margin of 12.22% [11]. - The human medical amino acids segment achieved revenue of RMB 563 million, up 2.25% year-on-year, with a gross margin of 27.25% [11]. - The food taste optimization products segment generated RMB 9.832 billion in revenue, down 2.64% year-on-year, while the other products segment saw a revenue increase of 14.46% year-on-year to RMB 2.504 billion [11]. R&D and Product Development - The company has increased its investment in R&D, successfully launching new strains and processes that significantly reduce production costs [12][13]. - New projects in xanthan gum, threonine, and raw material ammonia have reached production capacity as planned, enhancing operational scale and competitive strength [12][13].

Dividend Distribution - The company plans to distribute a cash dividend of 4.17 CNY per 10 shares, amounting to approximately 1.2 billion CNY in total cash dividends [2]. - The total share capital for the dividend distribution is 2,873,791,850 shares after excluding shares held in the repurchase account [2]. - The total cash dividend (including tax) for the year is approximately ¥2.09 billion, representing 65.71% of the net profit attributable to ordinary shareholders in the consolidated financial statements [127]. Financial Performance - The company reported a significant increase in revenue, with a year-over-year growth of 15% in the amino acid segment [12]. - The company's operating revenue for 2023 was approximately CNY 27.76 billion, a decrease of 0.63% compared to 2022 [19]. - The net profit attributable to shareholders for 2023 was approximately CNY 3.18 billion, representing a decline of 27.81% year-over-year [19]. - Basic earnings per share for 2023 were CNY 1.06, a decrease of 26.39% compared to 2022 [22]. - The total assets at the end of 2023 were approximately CNY 23.16 billion, a decrease of 5.45% from the previous year [21]. - The company's net assets attributable to shareholders increased by 4.79% year-over-year, reaching approximately CNY 14.16 billion at the end of 2023 [21]. Audit and Compliance - The company has received a standard unqualified audit report from Dahua Certified Public Accountants [2]. - The financial report has been declared true, accurate, and complete by the company's responsible persons [2]. - There are no non-operating fund occupations by controlling shareholders or related parties reported [3]. - The company has not violated decision-making procedures for external guarantees [3]. - The internal control audit report issued by DaHua Accounting Firm confirmed that the company maintained effective financial reporting internal controls as of December 31, 2023 [134]. Research and Development - Research and development expenditures have increased by 30%, focusing on innovative food additives and health supplements [12]. - The company successfully introduced nearly 40 technical talents from prestigious institutions, enhancing its research capabilities in synthetic biology and related fields [30]. - The company has filed 11 new invention patents in 2023, focusing on core products like glutamic acid and lysine, enhancing its intellectual property protection [30]. Market Expansion and Strategy - The user base for the company's nutritional products has expanded by 20%, indicating strong market demand [12]. - Market expansion efforts in Southeast Asia are projected to increase sales by 25% over the next two years [12]. - The company has completed the acquisition of a local competitor, which is expected to enhance its market share by 15% [12]. - The company aims to improve its supply chain efficiency, targeting a 20% reduction in logistics costs by the end of the next fiscal year [12]. Environmental Management - The company has invested RMB 38,000,000 in environmental protection during the reporting period [136]. - The company has implemented advanced wastewater treatment technologies, including IC anaerobic reactors and ANAMMOX biological denitrification, achieving a daily wastewater treatment capacity of 30,000 m³ with a reduction of nearly 2,000 m³/d in emissions [139]. - The company has established a carbon emission management system and conducted regular carbon emission monitoring [148]. - The company achieved a reduction of 313,683 tons in carbon dioxide equivalent emissions through various decarbonization measures in 2023 [154]. Employee Management and Compensation - The company distributed nearly 63 million yuan in housing subsidies to over 480 employees by the end of the reporting period [36]. - The company plans to increase employee income and benefits, with an additional expenditure of approximately 170 million yuan compared to the previous year [36]. - The total remuneration for directors, supervisors, and senior management in 2023 amounted to 61.71 million yuan (pre-tax), with a total of 75.99 million yuan (pre-tax) including deferred payments from previous periods [107]. Legal and Regulatory Matters - The company has faced significant litigation related to the transfer of 100% equity of a subsidiary, with a total estimated liability of RMB 30,888,616.17 recognized during the reporting period [178]. - The company has been ordered to pay RMB 28,967,179.55 in a lawsuit regarding debt repayment, with additional interest calculated from August 17, 2021 [177]. - The company is involved in ongoing litigation with Shandong Fufeng Fermentation Co., which has resulted in a court ruling requiring the company to cease the infringement of trade secrets and pay RMB 15 million in damages [178]. Shareholder Information - The top shareholder, Meng Qingshan, holds 854,103,033 shares, representing 29.02% of the total shares [198]. - The company has a total of RMB 77,556.67 million in bank wealth management products, with an outstanding balance of RMB 3,701.00 million [189]. - The company repurchased a total of 69,634,252 shares, accounting for 2.37% of the total share capital of 2,943,426,102 shares, with a total expenditure of RMB 638.19 million [191].