北京市朝阳区建外大街丁 12 号英皇集团中心 8、9、11 层 8/9/11/F, Emperor Group Centre, No.12D, Jianwai Avenue, Chaoyang District, Beijing, 100022, P.R.China 电话/Tel.:010-50867666 传真/Fax:010-56916450 网址/Website:www.kangdalawyers.com 北京 西安 深圳 海口 上海 广州 杭州 沈阳 南京 天津 菏泽 成都 苏州 呼和浩特 香港 武汉 郑州 长沙 厦门 重庆 合肥 宁波 济南 昆明 南昌 北京市康达律师事务所 关于河北养元智汇饮品股份有限公司 2024 年年度股东大会的法律意见书 康达股会字【2025】第 0145 号 致：河北养元智汇饮品股份有限公司 北京市康达律师事务所（以下简称"本所"）接受河北养元智汇饮品股份有 限公司（以下简称"公司"）的委托，就公司 2024 年年度股东大会（以下简称 "本次会议"）的相关事宜出具《北京市康达律师事务所关于河北养元智汇饮品 股份有限公司 2024 年年度股东大会的法律意见书》（以下简称本"《 ...

Group 1: Market Performance - The beverage business in China has shown strong performance in Q1 2025, with PepsiCo reporting net revenue of $17.92 billion and organic revenue growth of 1.2%, while Coca-Cola achieved revenue of $11.129 billion with a 6% organic revenue increase and a net profit of $3.335 billion, up 5% [2] - Domestic beverage companies such as Master Kong, Uni-President, and Nongfu Spring reported significant revenue growth, with Master Kong's beverage revenue at 51.621 billion yuan (up 1.3%), Uni-President at 19.241 billion yuan (up 8.2%), and Nongfu Spring at 42.896 billion yuan [4] Group 2: Product Trends - The beverage industry is experiencing a shift with a decline in packaged drinking water production, which has dropped below 50% market share, while tea beverages and other categories are gaining traction, with tea beverage revenue growth rates of 8.2%, 13.1%, and 32.3% for Master Kong, Uni-President, and Nongfu Spring respectively [4][5] - Juice products are also seeing growth, with Nongfu Spring's juice revenue reaching 4.085 billion yuan (up 15.6%) and Uni-President's juice revenue at 3.605 billion yuan (up 5.9%) [5] Group 3: Marketing Strategies - Beverage brands are increasingly focusing on engaging with younger consumers through innovative marketing strategies, including pop-up stores, music festivals, and interactive campaigns [6][10] - Coca-Cola's "Share a Coke" campaign has been revitalized to resonate with younger consumers, incorporating social elements into its packaging and marketing [9] - Brands like Xiangpiaopiao are also adopting new marketing approaches, such as opening physical stores and leveraging social media to enhance brand visibility and engagement with young audiences [8][11] Group 4: Consumer Insights - The beverage market is characterized by a high penetration rate among younger consumers, particularly those aged 21-25, indicating a need for brands to align their marketing strategies with the preferences of this demographic [7] - The 2024 China Youth Marketing Strategy Report highlights that brands that resonate with young consumers' values and lifestyles are more likely to succeed in the competitive landscape [7][10]

Core Insights - The traditional plant-based protein beverage sector in China has not benefited from the health upgrade trend, with major companies like Yangyuan Beverage and Chengde Lulu reporting significant revenue declines in Q1 2025 [1][2][5] - In contrast, the Danish oat milk brand Oatly has seen a substantial revenue increase of 37.6% in the Chinese market during the same period, highlighting a divergence in performance within the sector [1][5] Company Performance - Yangyuan Beverage reported Q1 2025 revenue of 1.86 billion yuan, a decrease of 19.7% year-on-year, with a net profit of 640 million yuan, down approximately 27% [1] - Chengde Lulu's Q1 2025 revenue was 1 billion yuan, reflecting an 18.4% year-on-year decline, with a net profit of 220 million yuan, down 12.5% [1] - Both companies experienced a revenue increase in Q4 2024, with Yangyuan Beverage growing by 16.1% and Chengde Lulu by 22.7%, but overall annual performance showed a decline [1] Market Dynamics - The decline in traditional plant-based protein beverages is attributed to product aging and lack of innovation, with consumers favoring alternatives like coconut water and herbal drinks [5] - The rise of new competitors in the plant-based beverage market, including nut and snack companies, has further diluted market demand for traditional offerings [5] - Oatly's growth is linked to strategic partnerships and entry into new retail channels, which contrasts with the domestic companies' reliance on traditional retail [5][6] Strategic Initiatives - Yangyuan Beverage is exploring new growth avenues through investments, including a significant 1.6 billion yuan stake in Changjiang Storage Technology, indicating a shift towards diversification [7] - Both Yangyuan and Chengde Lulu are attempting to innovate their product lines, with Chengde Lulu launching new products like "Almond+" and Yangyuan focusing on health-oriented offerings [6][7]

Investment Rating - The report maintains a "Buy" investment rating for the company [9] Core Views - The company has shown significant profit release for the year, although Q1 performance faced short-term pressure [5] - Cost optimization has effectively improved profit margins, with a notable increase in net profit margin for the year [5] - The walnut milk business has improved profitability, while functional beverages have shown strong performance [6] - The company is expanding its market presence through a comprehensive channel strategy, particularly in the North China region [7][8] - Future earnings per share (EPS) projections for 2025-2027 are estimated at 1.05, 1.13, and 1.23 yuan, respectively, with corresponding price-to-earnings (PE) ratios of 23, 22, and 20 times [9] Summary by Sections Financial Performance - In 2024, total revenue and net profit attributable to the parent company were 60.58 billion yuan and 17.22 billion yuan, respectively, with year-on-year changes of -2% and +17% [5] - Q1 2025 revenue and net profit were 18.60 billion yuan and 6.42 billion yuan, reflecting year-on-year declines of -20% and -27% [5] - The gross margin and net margin for 2024 were 46.53% and 28.43%, showing increases of 0.8 and 4.6 percentage points year-on-year [5] Business Segments - Revenue from walnut milk and functional beverages in 2024 was 53.73 billion yuan and 6.49 billion yuan, with year-on-year changes of -6% and +45% [6] - The walnut milk segment's gross margin improved to 48.44%, an increase of 1 percentage point year-on-year [6] Market Strategy - Direct sales and distribution revenue in 2024 were 2.94 billion yuan and 57.29 billion yuan, with year-on-year changes of +17% and -3% [7] - E-commerce sales reached 1.95 billion yuan, marking a 54% increase [7] Earnings Forecast - The company is expected to continue channel expansion for walnut milk products and maintain growth in functional beverages, despite short-term pressures from overall consumption and investment losses [9] - The projected revenue for 2024 is 60.58 billion yuan, with a decline of 1.7% year-on-year [11]

Investment Rating - The report maintains a "Buy" investment rating for the company [9] Core Views - The company has shown significant profit release for the year, although Q1 performance faced short-term pressure. Total revenue and net profit for 2024 were 60.58 billion and 17.22 billion yuan, respectively, with a year-on-year change of -2% and +17%. Q1 2025 revenue and net profit were 18.60 billion and 6.42 billion yuan, reflecting a year-on-year decline of -20% and -27% [5][9] - The profitability continues to improve, with net profit margin effectively increasing. The gross margin and net margin for 2024 were 46.53% and 28.43%, showing a year-on-year increase of 0.8 and 4.6 percentage points [5] - The walnut milk business has seen improved profitability, with revenue of 53.73 billion yuan in 2024, a year-on-year decrease of -6%, while functional beverages grew by +45% [6] - The company is expanding its sales channels, with notable performance in the North China region, where revenue increased by +11% in 2024 [7][8] Summary by Sections Financial Performance - In 2024, total revenue was 60.58 billion yuan, and net profit was 17.22 billion yuan, with respective year-on-year changes of -2% and +17%. Q4 2024 saw revenue and net profit of 18.29 billion and 4.93 billion yuan, with year-on-year increases of +16% and +177% [5] - For Q1 2025, total revenue and net profit were 18.60 billion and 6.42 billion yuan, reflecting year-on-year declines of -20% and -27% [5] Profitability Metrics - The gross margin for 2024 was 46.53%, and the net margin was 28.43%, both showing improvements from the previous year. For Q1 2025, the gross margin was 46.21%, and the net margin was 34.53% [5] - The company effectively reduced its expense ratios, with sales and management expense ratios for 2024 at 11.76% and 1.23%, respectively, showing year-on-year decreases [5] Business Segments - Walnut milk revenue was 53.73 billion yuan in 2024, down -6% year-on-year, while functional beverages reached 6.49 billion yuan, up +45% [6] - The company is actively launching new products to enhance its breakfast consumption scenarios, including red date and oat walnut milk [6] Regional Performance - In 2024, direct sales and distribution revenue were 2.94 billion and 57.29 billion yuan, with year-on-year changes of +17% and -3%. E-commerce sales grew by 54% [7] - Revenue from different regions showed a mixed performance, with North China being a standout with an 11% increase [8] Earnings Forecast - The company is expected to continue channel expansion for walnut milk products and functional beverages, with projected EPS for 2025-2027 at 1.05, 1.13, and 1.23 yuan, respectively [9]

Group 1: Plant-Based Beverage Industry - The plant-based beverage industry is experiencing a divergence in performance among major companies, with some like Yangyuan Beverage seeing profit growth despite a slight revenue decline, while others like Huanlejia face declines in both revenue and profit [2] - Traditional plant-based beverages are limited by seasonal demand and face competition from emerging categories, necessitating innovation to meet the health-conscious preferences of younger consumers [2] Group 2: Chinese Condiment Industry - The Chinese condiment industry has evolved from a focus on export during the planned economy era to becoming a global rule-maker, with companies like Haitian Flavoring and Lee Kum Kee leading the way [3][4] - The industry is leveraging cultural exports and technological innovation to reshape its landscape, emphasizing quality and innovation to support the globalization of Chinese flavors [4] Group 3: Community Supermarkets - Community supermarkets are gaining traction, with brands like Ole' and Hema NB expanding rapidly, focusing on middle-class consumers and enhancing product quality and efficiency [5] - The core competitiveness of community supermarkets lies in product control and operational efficiency, requiring deep supply chain engagement and digital tool application [5] Group 4: Health and Wellness Trends - There is a growing trend among young consumers towards "light wellness" products, with a focus on health-conscious beverages that are low in sugar and calories [6] - Boxed water products have seen significant sales growth, with products like fig and flaxseed water experiencing a 130% increase in sales [6] Group 5: Instant Food Market - The instant food market is shifting from high-end products to a focus on affordability, with budget products now accounting for nearly 50% of the instant noodle market [7] - Future opportunities lie in diversifying flavors and adjusting strategies to meet the differentiated demands of various market segments [7] Group 6: Aging Population and Bakery Market - The aging population is driving demand for soft-textured baked goods, with health-oriented and age-appropriate products becoming market hotspots [9] - Innovations inspired by Japanese practices, such as low-sugar and low-salt options, are key directions for the industry [9] Group 7: Snack Food Market Forecast - The Chinese snack food market is projected to grow to 972 billion yuan by 2025, with nut snacks holding the largest market share [10] - The industry is witnessing a shift towards health-oriented ready-to-eat products, with e-commerce and live streaming becoming significant growth drivers [10] Group 8: Beverage Market Dynamics - The beverage market is undergoing adjustments, with significant growth in electrolyte water and tea beverages, while packaged water sales are declining [12] - Companies like Nongfu Spring and Eastroc Beverage are experiencing contrasting performance, highlighting the competitive landscape [12] Group 9: Pre-made Dishes Market - The pre-made dishes market is experiencing a cooling phase, with many leading companies facing revenue declines due to changing consumer demands and increased competition [14] - Opportunities remain in local specialties and high-end products, with new retail channels emerging as growth points [14] Group 10: Health Drink Innovations - The market for Chinese herbal health drinks is expanding rapidly, with sales increasing from 0.1 billion yuan in 2018 to an expected 10 billion yuan by 2028 [19] - Companies are focusing on packaging, formulation, and marketing to differentiate themselves in a competitive landscape [19] Group 11: Functional Beverage Market - The functional beverage market is becoming increasingly diverse, with brands like Zhenguanzhuang entering the market with zero-sugar options targeting health-conscious consumers [32] - The collaboration between Zhenguanzhuang and Super Extreme Drink aims to fill market gaps and cater to the preferences of the younger generation [32] Group 12: Snack Food IPO Trends - Recent trends show a surge in snack food companies seeking IPOs in Hong Kong, with brands like Three Squirrels aiming to solidify their market position [21] - These companies face challenges related to competition and growth bottlenecks, despite their ambitions for expansion [21]

Core Viewpoint - The article discusses the significant investment made by Yangyuan Beverage in Changjiang Storage, highlighting the strategic move into the hard technology sector and the implications for both companies involved [4][10]. Investment Details - Yangyuan Beverage invested 1.6 billion RMB to acquire a 0.99% stake in Changjiang Storage, which was valued at 161 billion RMB [6][10]. - This investment was finalized in December 2023 but had been completed 17 months prior, indicating a long period of confidentiality [4][5]. - Following this investment, Yangyuan became the eighth largest shareholder of Changjiang Storage, which is primarily backed by state-owned enterprises [7]. Market Context - The investment reflects a broader trend of companies diversifying into high-tech sectors, particularly in response to competitive pressures and market changes [4][12]. - Changjiang Storage has faced significant challenges, including being placed on the U.S. Entity List, which restricts its supply chain and production capabilities [7][8]. Company Performance - Yangyuan Beverage has seen a decline in revenue and profit since 2018, prompting the need for diversification and investment in new sectors [13][14]. - The company has previously focused on marketing its flagship product, "Six Walnuts," but has struggled to maintain growth in a changing consumer landscape [12][13]. Future Prospects - The investment in Changjiang Storage is part of Yangyuan's broader strategy to explore high-tech investments, including semiconductor and data-related sectors [15][16]. - The article suggests that while the investment could provide leverage and growth opportunities, many companies still face challenges in developing effective investment strategies [16].

Group 1 - In April 2025, the number of newly registered private equity and venture capital fund managers decreased by 36.8% compared to March, remaining consistent with April 2024, while 39 fund managers were deregistered, with over 60% being voluntary cancellations [1] - The domestic primary equity investment market recorded 518 financing events in April, a 10.0% increase month-on-month but a 16.0% decrease year-on-year, with a total disclosed financing amount of approximately 23.23 billion yuan, nearly halved compared to April 2024 and down 21.8% from March 2025 [3] - Early-stage financing events (seed, angel, Pre-A, and A rounds) accounted for 67.8% of total financing events, with A round financing events leading at 37.6%, showing year-on-year and month-on-month growth of 3.0% and 7.7% respectively [6] Group 2 - Strategic financing rounds contributed significantly to the disclosed financing total, with 10.18 billion yuan raised, accounting for 43.8% of the total, while large financing events (over 1 billion yuan) made up about 60% of strategic financing events [6][10] - The advanced manufacturing sector led with 108 financing events, with approximately 42.6% of the funded companies being in the integrated circuit sector, although this was a decrease from previous periods [10] - In April, the financing frequency for A rounds increased by 5.4% year-on-year, but the disclosed financing amount decreased significantly by 26.9%, with the average single financing amount dropping from 32.56 million yuan to 22.59 million yuan [8] Group 3 - Jiangsu province completed 109 financing events, maintaining its leading position, while Yantai Wanhua Chemical received 6.38 billion yuan in investment, significantly boosting the regional total financing amount [15] - The active investment institutions included Zhongke Chuangxing and Meihua Venture Capital, with state-owned institutions making up about 66.7% of those with five or more investment events [21] - In April, five large financing events exceeding 1 billion yuan totaled 9.74 billion yuan, representing approximately 41.9% of the disclosed financing total [29]

河北养元智汇饮品股份有限公司 河北养元智汇饮品股份有限公司 2024 年年度股东大会会议资料目录 | 2024 年年度股东大会会议须知 1 | | | | | --- | --- | --- | --- | | 2024 年年度股东大会会议议程 2 | | | | | （非累积投票议案） | | | | | 议案 1 2024 年度董事会工作报告的议案 | 关于公司 | | 4 | | 议案 2 2024 年度监事会工作报告的议案 | 关于公司 | | 10 | | 议案 3 2024 年度财务决算报告的议案 | 关于公司 | | 13 | | 议案 4 2024 年度利润分配方案的议案 | 关于公司 | | 18 | | 议案 5 关于提请股东大会授权董事会制定 2025 年中期分红方案的议案 | | | 19 | | 议案 6 年年度报告及摘要的议案 | 关于 2024 | | 20 | | 议案 7 2024 年度审计费用暨续聘公司 2025 年度审计机构的议案 | 关于确认 | | 21 | | 议案 8 关于公司 2025 年度董事会董事津贴的议案 | | | 22 | | 议案 9 关于使用部分闲 ...

Core Viewpoint - Yangyuan Beverage, known for its "Six Walnuts" brand, is facing declining performance and has announced a capital increase of 1.6 billion yuan in Changjiang Storage Technology Holding Co., aiming to acquire 0.99% of its shares [1][7]. Group 1: Financial Performance - In 2024, Yangyuan Beverage reported revenue of 6.058 billion yuan, a year-on-year decrease of 1.69%, and a significant drop of approximately one-third from its peak revenue of 9.117 billion yuan [1][3]. - The company's net profit attributable to shareholders was only 1.722 billion yuan, down from a previous high of 2.837 billion yuan, representing a "halving" of profits [1][3]. Group 2: Historical Context - Yangyuan Beverage was originally a small state-owned enterprise under Hengshui Laobai Gan Group, facing bankruptcy before being restructured in 2005 [2]. - The company saw rapid growth from 2008 to 2015, with revenue increasing from 285 million yuan to 9.117 billion yuan, achieving a compound annual growth rate (CAGR) of 64.09% [2]. Group 3: Market Challenges - The decline in performance is attributed to macroeconomic shocks, consumer preference shifts, and the failure of the company's single-product strategy [3]. - In 2024, new product lines contributed only slightly over 10% to revenue, with walnut milk still accounting for 88.70% of total revenue [3]. Group 4: Investment Strategy - Yangyuan Beverage has attempted to diversify through cross-industry investments, including real estate, AI, and renewable energy, but these efforts have not yielded satisfactory returns [4][5]. - From 2023 to 2024, the company reported negative investment returns of 129 million yuan and 126 million yuan, respectively [6]. Group 5: Recent Developments - The recent capital increase in Changjiang Storage is seen as a potential turning point for Yangyuan Beverage, as the semiconductor industry is gaining attention from various investment platforms [7][8]. - Changjiang Storage has made significant advancements in the semiconductor field, including the successful mass production of 232-layer 3D NAND flash chips, positioning it at the forefront of global storage technology [7][8].