千禾味业食品股份有限公司（以下简称"公司"）于 2025 年 4 月 15 日召开第 五届董事会第五会议、第五届监事会第五次会议，审议通过了《关于回购注销部 分限制性股票的议案》等议案，同意公司以 7.482 元/股的回购价格，回购注销已 离职 7 名激励对象所涉 41.40 万股限制性股票，回购注销其余 64 名在职激励对 象因第二期解除限售条件未成就所涉 183.60 万股限制性股票。公司董事会薪酬 与考核委员会和监事会对上述议案发表了同意意见。北京市金杜（深圳）律师事 务所对该事项出具了专项法律意见书。同时，公司已于 2025 年 4 月 16 日发出《关 回购注销原因：根据公司《2022年限制性股票激励计划（草案修订稿）》（以 下简称"《激励计划》"、"本激励计划"）、《2022年限制性股票激励计划实 施考核管理办法（草案修订稿）》（以下简称"《考核管理办法》"）的规定， 鉴于7名激励对象因离职而不再具备激励对象资格，合计41.40万股限制性 股票应由公司回购注销；同时，根据公司2024年年度报告数据，公司业绩 未能达到本激励计划第二期的解除限售条件，公司对其余64名在职激励对 象对应考核当年不能解除 ...

北京市金杜（深圳）律师事务所 关于千禾味业食品股份有限公司 2022 年限制性股票激励计划回购注销部分限制性股票的 法律意见书 致：千禾味业食品股份有限公司 北京市金杜（深圳）律师事务所（以下简称本所）受千禾味业食品股份有限 公司（以下简称千禾味业或公司）委托，担任公司本次实施 2022 年限制性股票 激励计划（以下简称本计划、本激励计划或本次激励计划）的专项法律顾问。本 所根据《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》）、《上市公司股权激励管理办法（2018 修正）》 及《上市公司股权激励管理办法（2025 修正）》1（以下合称《管理办法》）等 法律、行政法规、部门规章及其他规范性文件（以下简称法律法规）、《千禾味 业食品股份有限公司 2022 年限制性股票激励计划（草案）》（以下简称《激励 计划（草案）》）、《千禾味业食品股份有限公司 2022 年限制性股票激励计划 （草案修订稿）》（以下简称《激励计划（草案修订稿）》）、《千禾味业食品 股份有限公司 2022 年限制性股票激励计划实施考核管理办法（草案修订稿）》 （以下简称《考核管理办法（草案修订稿）》 ...

Core Insights - The condiment market experienced strong demand in June, driven by summer dining consumption and the 618 mid-year shopping festival [1][4] - Online and offline sales of health-oriented condiments surged, with Qianhe Flavor Industry's online sales increasing by 19% month-on-month [1][4] - Consumer preferences are shifting towards simpler ingredient products, with 49.5% of consumers favoring health-oriented condiments with reduced additives [3] Sales Performance - Qianhe Flavor Industry's online sales saw significant growth across various platforms: Tmall up 63%, Kuaishou up 56%, Douyin up approximately 50%, and JD.com up 26% [1][3] - Offline sales in major supermarkets also showed robust growth, with Dazhonghua's sales increasing by 31% and other supermarkets like Biyoute and Yinzou exceeding 20% growth [4] Consumer Trends - The trend towards "simplified formulas" in food products is gaining traction, aligning with government initiatives to reduce food additives [3] - Consumers are increasingly inclined to purchase health-oriented condiments that are lower in sodium, sugar, and salt, reflecting a shift from "harmless" to "beneficial" products [3] Product Innovation - Qianhe Flavor Industry is focusing on developing low-sodium and zero-sugar products that meet consumer demands for healthier options, utilizing natural ingredients and traditional fermentation techniques [3][4] - The company has launched over 1,600 "empty bottle exchange" health education activities to enhance product repurchase rates and attract new customers [4]

Core Viewpoint - The marketing strategy of "zero additives" by Qianhe Flavor Industry has backfired, leading to a significant loss of consumer trust and a drop in stock price, resulting in a market value loss of nearly 1 billion yuan [1][10]. Company Overview - Founded by Wu Chaoqun nearly 30 years ago, Qianhe Flavor Industry has become one of the top three players in the seasoning industry [2]. - In 2023, Wu Chaoqun injected 800 million yuan into Qianhe for the construction of 600,000 tons of production capacity, indicating his ambitious plans for the company [3]. Financial Performance - In 2024, Qianhe Flavor Industry experienced its first decline in both revenue and net profit, with a projected revenue of 3.073 billion yuan and a net profit of 514 million yuan, marking a year-on-year decrease of 4.16% and 3.07% respectively [19]. - In the first quarter of 2024, the company reported a revenue of 831 million yuan, a year-on-year decline of 7.15% [19]. Marketing and Consumer Trust Issues - The "zero additives" claim has been called into question after a report revealed that many soy sauces, including Qianhe's, contained trace amounts of harmful substances like cadmium [6][7]. - Qianhe's branding strategy, particularly the "Qianhe 0" trademark, has been criticized for misleading consumers into believing it signifies "zero additives" [8][9]. - The company has faced backlash for perceived false advertising, leading to a significant drop in consumer trust and sales [10][22]. Industry Context - The seasoning industry is experiencing increasing product homogeneity, making it difficult for Qianhe to maintain a competitive edge [22]. - New regulations from the National Health Commission and the State Administration for Market Regulation will restrict the use of terms like "zero additives," which could further impact Qianhe's marketing strategy [23][24]. Production Capacity Expansion - In 2023, Qianhe Flavor Industry completed a major expansion, increasing its annual production capacity to approximately 1.2 million tons, doubling its capacity from the end of 2022 [26][27]. - The new production facility aims to enhance efficiency, optimize costs, and replicate traditional soy sauce flavors on a large scale [27]. Future Outlook - The company is currently focused on brand recovery, product development, and expanding its sales network as it navigates the aftermath of the trust crisis [28].

Summary of Key Points Core Viewpoint The East Lake District Market Supervision Administration has announced the results of food safety inspections, revealing that 140 batches of food products have passed the quality checks, indicating a focus on maintaining food safety standards in the region [1]. Group 1: Food Safety Inspection Results - A total of 140 batches of food products were reported as qualified in the latest inspection [1]. - The inspection covered various categories including vegetable products, condiments, and grain processing [1][2]. - Notable companies with passed products include Jiangxi Jiuhong Garden Food Co., Ltd. and Henan Wanhuo Warehouse Grain Products Co., Ltd. [1][2]. Group 2: Product Categories and Companies - The inspection included a variety of products such as: - Jiangxi Jiuhong Garden's tea oil garlic chili sauce (280g/bottle) [1]. - Sichuan Qianhe Food's soy sauce (1.28L/bottle) [1]. - Henan Shihe Food's edible corn starch (180g/bag) [1]. - Other notable products include: - Fresh frog (live) from Nanchang East Lake District [1]. - Various types of noodles and rice from Jiangxi Spring Silk Food Co., Ltd. [2][3]. Group 3: Regional Focus - The inspections are part of ongoing efforts by the East Lake District to ensure food safety and quality for local consumers [1]. - The results reflect the commitment of local authorities to monitor food products and maintain public health standards [1][2].

Core Viewpoint - Qianhe Flavor Industry is committed to responding to the "dual reduction" policy on food additives by adopting a "simplified formula" approach, increasing R&D investment, and innovating technology to produce healthier seasoning products with simple ingredients and natural flavors [1][3]. Group 1: Company Strategy and Development - The company plans to complete the renewal of product packaging and labeling by the end of the year to comply with the new national food safety standards [1]. - Qianhe Flavor Industry has invested over 400 million yuan in R&D since its listing and holds 112 related patents, combining traditional techniques with modern technology to achieve additive-free and traceable production [2]. - The company aims to enhance product development by increasing R&D investment and scientifically restoring ancient brewing techniques to meet consumer demand for healthy seasoning products [1][2]. Group 2: Compliance and Quality Assurance - Qianhe Flavor Industry's products have passed national quality inspections with a 100% compliance rate since 2014, including soy sauce, vinegar, cooking wine, and oyster sauce [2]. - Recent inspections by the Sichuan Provincial Market Supervision Administration confirmed that 23 batches of Qianhe's products met national standards for brewed soy sauce, with no preservatives or sweeteners detected [2]. Group 3: Market Performance - The company has seen a 35% month-on-month increase in sales on online platforms such as Douyin, JD, and Tmall, as well as improved sales in offline supermarkets like Walmart and Hongqi Chain [3].

Core Viewpoint - The company is facing challenges due to public sentiment affecting its brand and sales, particularly following discussions around its "zero additive" soy sauce trademark, but there are signs of recovery in sales through online platforms and retail channels [2][3]. Group 1: Company Performance and Strategy - The chairman acknowledged that the public sentiment has negatively impacted the brand and sales, particularly noting a decline in sales from March 18 to March 28 [2]. - The company is focusing on brand recovery, product development, and sales network construction as its primary tasks moving forward [2]. - Online sales have shown a recovery, with a 35% month-on-month increase in May compared to April, indicating a positive trend in consumer demand [3]. Group 2: Regulatory Environment - The National Health Commission and the State Administration for Market Regulation have introduced new regulations that prohibit the use of terms like "no additives" on pre-packaged food labels, with a two-year transition period before full implementation [3][4]. - The new regulations are seen as beneficial for the industry, promoting clearer labeling and helping consumers make informed choices [4]. - The company plans to align its product packaging and labeling with the new regulations by the end of the year [4].

Meeting Details - The shareholders' meeting of Qianhe Flavor Industry Co., Ltd. was held on June 30, 2025, in Meishan, Sichuan Province [1] - The total number of shares held by attending shareholders accounted for 52.7831% of the total shares [1] Voting Results - All proposed resolutions were approved with significant majority votes, including: - 99.8608% approval for the first resolution with 541,713,168 votes in favor [1] - 99.2123% approval for the second resolution with 538,195,426 votes in favor [1] - 99.8468% approval for the third resolution with 541,637,065 votes in favor [1] - 99.8454% approval for the fourth resolution with 541,629,565 votes in favor [1] - 99.8930% approval for the fifth resolution with 541,888,016 votes in favor [2] - 99.8517% approval for the sixth resolution with 541,664,065 votes in favor [2] - 98.9805% approval for the seventh resolution with 123,235,385 votes in favor [2] - 99.7139% approval for the eighth resolution with 446,995,616 votes in favor [2] - 99.7619% approval for the ninth resolution with 541,176,964 votes in favor [2] - 99.7621% approval for the tenth resolution with 541,178,064 votes in favor [2] - 99.7616% approval for the eleventh resolution with 541,174,964 votes in favor [2] - 99.7621% approval for the twelfth resolution with 541,177,784 votes in favor [3] Legal Compliance - The meeting and voting procedures complied with the Company Law and the company's articles of association, ensuring the legality and validity of the resolutions passed [5]

Core Viewpoint - The legal opinion confirms that the procedures for convening and holding the 2024 annual general meeting of shareholders for Qianhe Flavor Industry Co., Ltd. comply with relevant laws and regulations, ensuring the legitimacy of the meeting and its resolutions [1][20]. Group 1: Meeting Procedures - The annual general meeting was convened in accordance with the company's articles of association and relevant regulations, with the meeting time to be notified later [3][4]. - The actual time, location, and voting methods of the meeting were consistent with the prior announcements [4][20]. Group 2: Attendance and Qualifications - A total of 633 shareholders attended the meeting, representing 50.5077% of the voting shares [5][20]. - The qualifications of the attendees were verified, confirming compliance with legal and regulatory requirements [5][20]. Group 3: Voting Procedures and Results - The voting was conducted through a registered voting method, with no amendments or new proposals introduced during the meeting [6][20]. - The resolutions were passed with significant majorities, including 99.8608% approval for one of the key proposals [6][20]. - The voting results indicated strong support from minority investors, with 98.0865% voting in favor of one resolution [9][20].

Core Viewpoint - The company is facing challenges due to recent public sentiment affecting its brand and sales, but there are signs of recovery in sales performance, and the management remains optimistic about long-term growth and brand restoration efforts [3][4]. Group 1: Company Performance and Challenges - The company held its 2024 annual shareholder meeting on June 27, attended by key executives and investors [1]. - A public sentiment issue regarding the "zero" trademark and "zero additive" soy sauce led to a decline in sales from March 18 to March 28, with a recovery period expected to last 10 to 12 months for top brands in the fast-moving consumer goods sector [3]. - The chairman expressed uncertainty about the timeline for recovery but emphasized the importance of brand repair, product development, and sales network construction as immediate priorities [3]. Group 2: Sales Recovery and Market Trends - Sales began to show signs of recovery in May, with online sales increasing by approximately 35% compared to April, driven by promotional activities on e-commerce platforms [4]. - Offline sales in supermarkets also experienced significant growth during the same period, indicating a rebound in consumer demand [4]. Group 3: Regulatory Environment and Industry Standards - New regulations from the National Health Commission and the State Administration for Market Regulation will prohibit misleading terms like "zero additive" on pre-packaged food labels, with a two-year transition period before full implementation [5]. - The chairman highlighted the importance of meeting national food safety standards and adapting to consumer demands for healthier, simpler ingredients, which is expected to drive market growth for health-oriented condiments [5]. Group 4: Innovation and Product Strategy - The company focuses on innovation through product quality and meeting evolving consumer needs, with a strong emphasis on enhancing brand and channel capabilities [6]. - The product range includes four main categories: soy sauce, vinegar, cooking wine, and oyster sauce, indicating a strategic focus on core condiment products [6].