国浩律师（上海）事务所 法律意见书 国浩律师（上海）事务所 关于上海妙可蓝多食品科技股份有限公司 2025 年第三次临时股东会的法律意见书 致：上海妙可蓝多食品科技股份有限公司 公司召开本次股东会，董事会于 2025 年 12 月 15 日以公告方式通知各股东。 国浩律师（上海）事务所 法律意见书 公司发布的公告载明了会议的时间、现场会议地点、会议审议的议题，说明了股 东有权出席，并可委托代理人出席及有权出席股东的股权登记日、会议登记事项。 上海妙可蓝多食品科技股份有限公司（以下简称"公司"）2025 年第三次临 时股东会（以下简称"本次股东会"）现场会议定于 2025 年 12 月 30 日下午 14:30 在上海市浦东新区金桥路 1398 号金台大厦 4 楼召开，国浩律师（上海）事务所 （以下简称"本所"）接受公司的委托，指派本所律师出席会议，并依据《中华人 民共和国证券法》、《中华人民共和国公司法》、《上市公司股东会规则》和《上 海妙可蓝多食品科技股份有限公司章程》（以下简称《公司章程》）出具本法律 意见书。 本所律师已经按照有关法律、法规的规定对本次股东会召集、召开程序是否 合法及是否符合《公司章程》 ...

Investment Rating - The report maintains an "Overweight" rating for the food and beverage industry, specifically focusing on the dairy sector [1]. Core Insights - The dairy industry in China is experiencing a phase of market size adjustment, with the market growing from 388 billion CNY in 2012 to 686 billion CNY in 2022, reflecting a compound annual growth rate (CAGR) of 5.9%. However, a decline of 3.1% is expected in 2024, bringing the market size to 659 billion CNY [5][13]. - The competitive landscape is characterized by a "two super, many strong" structure, with leading companies like Yili and Mengniu holding approximately 45% market share, which creates brand barriers and enhances competitive advantages [5][31]. - The report emphasizes the importance of monitoring the supply-demand structure in the dairy market, as supply is expected to decrease marginally while demand shows signs of weak recovery [5][36]. Summary by Sections Market Size and Consumption - The dairy market in China is undergoing a phase of adjustment, with liquid milk being the primary consumption category, accounting for 44% of the market in 2024 [5][16]. - Per capita dairy consumption in China is significantly below global averages, with a projected consumption of 41.5 kg per year in 2024, which is about one-third of the global average [5][19]. Competitive Landscape - The dairy industry is structured into three tiers: national, regional, and local companies, with Yili and Mengniu as the leading national players [5][31]. - The competitive advantages of leading dairy companies are expected to improve due to enhanced brand influence and consumer recognition [5][33]. Supply and Demand Structure - The supply of dairy products is expected to decrease marginally, with a reported production of 26.85 million tons in the first eleven months of 2025, a decline of 1.2% year-on-year [5][36]. - The report highlights the need to focus on the supply-demand structure, as policy catalysts may improve dairy demand [5][27]. Low-Temperature Milk and Cheese Market - The low-temperature milk segment is growing faster than the overall industry, with a market size of 41.8 billion CNY in 2024, reflecting a year-on-year growth of 6.63% [5][44]. - The cheese market is also expanding, with production increasing from 127,000 tons in 2019 to 203,000 tons in 2023, although the self-sufficiency rate remains low at 12.3% [5][50]. Online and Retail Channels - The sales structure for dairy products is predominantly offline, with online and instant retail channels contributing to growth, showing year-on-year increases of 4.3% and 2.8% respectively [5][69]. - The report indicates that the dairy industry is increasingly leveraging online channels to enhance market competitiveness and reach consumers more effectively [5][71]. Investment Strategy - The report suggests maintaining an "Overweight" rating for the food and beverage sector, with a focus on companies like Yili (600887), New Dairy (002946), and Miaokelando (600882) as key investment targets [5][73].

Group 1 - Longbai Group's subsidiary plans to introduce strategic investors and implement capital increase, with a total investment of 2 billion yuan, resulting in a 31.40% equity stake for the investors [1] - Upwind New Materials' embodied intelligent robot business is still in the product development stage and is not expected to positively impact the 2025 annual performance [2] - Kweichow Moutai's controlling shareholder has completed a share buyback plan, acquiring approximately 207.14 million shares for about 3 billion yuan, increasing their total stake to 56.63% [3] Group 2 - Xiamen Tungsten's subsidiary plans to acquire 100% equity of German Mimatic Tool Company for a base price of 10 million euros, with additional capital increase planned [4] - Longpan Technology's subsidiary will reduce production on some lithium iron phosphate production lines for maintenance, expecting a reduction of about 5,000 tons [5] - Wenkai Co. plans to invest 29 million yuan to establish a fund focused on strategic emerging industries [6] Group 3 - Limin Co.'s subsidiary has received a production license for "fluopyram" pesticide, which is expected to have a positive impact on future operations [7] - ST Huicheng received a cash donation of 30 million yuan from its restructuring investor to support its operations [8] - Baitong Energy's vice president plans to reduce holdings of up to 316,200 shares, representing 0.0686% of the total share capital [9] Group 4 - Wushang Group's shareholder did not execute a planned share reduction, retaining a 5.7% stake [10] - Zhangzidao's major shareholder plans to reduce holdings of up to 711,100 shares, representing 1% of the total share capital [11] - Meihua Bio plans to repurchase shares worth 35 million to 50 million yuan at a price not exceeding 15 yuan per share [12] Group 5 - Xiyang Co. plans to distribute a cash dividend of 1.10 yuan per 10 shares, totaling 181 million yuan, which is 10.37% of the net profit for the first three quarters of 2025 [13] - Weike Technology plans to distribute a cash dividend of 6 yuan per 10 shares, totaling approximately 75.15 million yuan [14] - Guoyuan Securities plans to transfer 24.33% of Anyuan Fund's equity for 813 million yuan [15] Group 6 - Three Gorges Tourism's subsidiary plans to purchase part of the property for the Three Gorges Cruise Center for 136 million yuan [16] - Wukuang Development plans to acquire equity in Wukuang Mining and Luzhong Mining, with stock suspension announced [17][18] - Sijia Technology plans to invest 275 million yuan to acquire 20% equity in Guangcai Xincheng [19] Group 7 - Changan Automobile plans to raise no more than 6 billion yuan through a private placement for new energy vehicle projects [20] - Shenjian Co. reported that its aerospace business revenue is relatively small, accounting for only 0.20% of total revenue [21] - Zhiyuan New Energy's controlling shareholder plans to reduce holdings of up to 1.53% of the company's shares [22] Group 8 - Beimo High-tech plans to raise no more than 1.97 billion yuan through a private placement for various projects [23] - Hongri Pharmaceutical's injectable thymosin has passed the consistency evaluation for generic drugs [24] - Ningbo Fangzheng plans to acquire 20% equity in Anhui Fangzheng for 63.8 million yuan [25] Group 9 - Spring Airlines signed a purchase agreement for 30 Airbus A320neo aircraft, with a total price not exceeding 4.128 billion USD [26][27] - Oulu Tong's controlling shareholder plans to reduce holdings of up to 1.91% of the company's shares [28] - Tongli Technology plans to invest 86.7 million yuan to increase capital in Zhuerkang Technology [29] Group 10 - Ganfeng Lithium received a notice of prosecution for suspected insider trading, but operations remain normal [30] - ST Dongyi completed its capital increase plan and will resume trading [31] - Tianpu Co. clarified that it has no plans to engage in artificial intelligence-related business [32] Group 11 - ST Meigu's restructuring plan has been completed, and it will apply to lift the delisting risk warning [33] - Unigroup Guowei is planning to acquire controlling or full equity of Ruineng Semiconductor, with stock suspension announced [34] - Shengtong Energy's stock has been suspended for investigation due to significant price fluctuations [35][36] Group 12 - ST Sansheng applied to lift the delisting risk warning after completing its restructuring plan [37] - Yuekang Pharmaceutical submitted an application for H-share listing on the Hong Kong Stock Exchange [38] - Miaokelando's controlling shareholder plans to increase holdings of 2.55 million to 5.10 million shares [39] Group 13 - SMIC plans to acquire 49% equity in SMIC North for 40.601 billion yuan, aiming to enhance asset quality and business synergy [40]

Core Viewpoint - Inner Mongolia Mengniu Dairy (Group) Co., Ltd. plans to increase its stake in Shanghai Miaokelan Duo Food Technology Co., Ltd., which is currently the controlling shareholder, by acquiring between 2,550,268 and 5,100,536 shares within three months [2]. Group 1: Shareholder Information - The increasing entity, Inner Mongolia Mengniu, holds 187,569,222 shares, representing 36.77% of the total share capital of the company before the increase [2]. Group 2: Increase Plan Details - The increase plan allows for the acquisition of no less than 2,550,268 shares and no more than 5,100,536 shares through the Shanghai Stock Exchange trading system, including but not limited to centralized bidding and block trading [2]. - The increase plan is set to be executed within three months from the start date of the share acquisition [2]. Group 3: Risk Considerations - There are potential risks associated with the increase plan due to changes in the capital market and other unpredictable factors that may prevent the plan from achieving its expected outcomes [2]. - The company will fulfill its information disclosure obligations if any risks arise during the implementation of the increase plan [2]. Group 4: Additional Notes - If the company undergoes share issuance or convertible bond conversion, Inner Mongolia Mengniu intends to maintain its proportion of increased shares [3]. - The company will continuously monitor the progress of Inner Mongolia Mengniu's increase plan and will comply with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange for timely information disclosure [3].

Core Viewpoint - Inner Mongolia Mengniu Dairy (Group) Co., Ltd., the controlling shareholder of Miaokelan Duo (600882.SH), plans to increase its stake in the company by 0.50% to 1.00% [1] Group 1 - Before the proposed increase, Inner Mongolia Mengniu held 187,569,222 shares of the company, accounting for 36.77% of the total share capital [1] - The increase will involve acquiring no less than 2,550,268 shares and no more than 5,100,536 shares of the company's unrestricted circulating A-shares within three months from the start of the acquisition [1] - The proposed stake increase will not exceed 1.00% of the company's total share capital [1]

Group 1 - The core point of the article is that the controlling shareholder of Miaokelan Duo, Inner Mongolia Mengniu Dairy (Group) Co., Ltd., has increased its stake in the company by purchasing 322,100 shares for a total amount of 7.8269 million yuan [1] - Inner Mongolia Mengniu plans to further increase its holdings of the company's unrestricted circulating A-shares by no less than 2.5503 million shares and no more than 5.1005 million shares within three months from the date of this announcement [1]

Group 1: Market Performance - The food and beverage sector experienced a decline on December 29, with the Food and Beverage ETF Huabao (515710) opening lower and dropping over 1% during the day, ultimately closing down 0.84% [1][8] - Major consumer goods and some liquor stocks performed poorly, with Miaokelan falling by 9.28%, and both Gujing Gongjiu and Jinhai Industrial dropping over 3% [1][8] Group 2: Industry Insights - The chairman of Moutai Group announced at a conference that the primary marketing task for Moutai liquor in 2026 is to focus on consumer needs and promote market-oriented transformation [1][10] - The overall liquor industry is currently in a deep adjustment phase, facing challenges such as high channel inventory and slowing growth rates, but Moutai is optimistic about navigating these challenges [3][10] - The valuation of the food and beverage sector is at a historical low, with the PE ratio of the underlying index for the Food and Beverage ETF Huabao at 20.19, placing it in the 5.77% percentile of the last decade, indicating a potential opportunity for long-term investment [3][11] Group 3: Future Outlook - Analysts predict that the demand for liquor will remain subdued in 2025, continuing the trend of weak seasonal demand, which may lead to further declines in liquor prices [4][11] - The liquor sector is entering a more favorable configuration zone, with expectations that any improvement in supply and demand could act as a catalyst for recovery [5][11] - The Food and Beverage ETF Huabao is recommended for investors looking to allocate to core assets in the food and beverage sector, with a significant portion of its holdings in leading liquor stocks [5][12]

北京商报讯（记者 孔文燮）12月29日，妙可蓝多在互动平台回答投资者提问时表示，近两年，公司销 售收入仍主要来源于国内市场，境外销售收入具体情况请以后续发布的定期报告为准。 ...

证券代码：600882 证券简称：妙可蓝多 公告编号：2025-108 上海妙可蓝多食品科技股份有限公司 关于控股股东增持公司股份及后续增持计划的公告 本公司董事会、全体董事及相关股东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： 上述增持主体存在一致行动人：无 二、本次增持情况 本次是否已增持股份 是 否 | 增持主体名称 | | 内蒙古蒙牛乳业（集团）股份有限公司 | | | --- | --- | --- | --- | | 首次增持股份金额 | A 股：782.6875 | 万元 | | | 首次增持股份数量 | 股：322,100 A | 股 | | | 首次增持股份比例 （占总股本） | 股：0.06% A | | | | 首次增持前后持股数量和 比例 | 本次增持前： 股持股 A 本次增持后： | 187,569,222 | 股，占比：36.77% | | | 股持股 A | 187,891,322 | 股；占比：36.84% | | 增持主体后续增持计划及 | | | 是（内蒙蒙牛将继续按照本次增持计划安排执行后续 ...

格隆汇12月29日｜妙可蓝多公告称，控股股东内蒙蒙牛已增持322,100股，耗资782.69万元，增持后持股 比例从36.77%升至36.84%。自2025年12月29日起3个月内，内蒙蒙牛计划继续增持255.0268 - 510.0536万 股，占总股本0.50% - 1.00%，资金源于自有资金。增持计划可能因资本市场变化等因素无法达预期，若 发生公司将及时披露。 ...