⌋ᗁᝅ㿷Ҝ ⎏⊕ཟ߂ᗁᐾӁࣗᡶ ީӄ р⎭ᇓ伕〇ᢶ㛗Գᴿ䲆ޢਮ 2023 ᒪᒪᓜ㛗ђཝՐⲺ 浙江省杭州市杭大路 号黄龙世纪广场 $ 座 楼 电话： 传真： 法律意见书 浙江天册律师事务所 关于上海宝立食品科技股份有限公司 年年度股东大会的 法律意见书 编号：7&<-6+ 号 致：上海宝立食品科技股份有限公司 浙江天册律师事务所（以下简称"本所"）接受上海宝立食品科技股份有限公 司（以下简称"宝立食品"或"公司"）的委托，指派本所律师参加公司 2023 年 年度股东大会，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》"）和《上市公司股东大会规 则（2022 年修订）》（以下简称"《股东大会规则》"）等法律、法规和有关规范 性文件，以及《上海宝立食品科技股份有限公司章程》（以下简称"《公司章程》"） 的有关规定，出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会召集、召开程序、出席人员的 资格、召集人的资格、表决程序及表决结果的合法有效性发表意见，不对会议所审 议的议案内容和该等议案中所表述的事实或数据的真实性和准确性发表意见。 本法律意见书 ...

Investment Rating - The investment rating for the company is "Outperform the Market" and is maintained [1] Core Views - The report indicates that the company's gross profit margin is under pressure, with a gross margin of 33.14% in 2023, down 1.43 percentage points year-on-year, primarily due to a significant decline in the gross margin of compound seasonings [5] - The company is expected to achieve earnings per share (EPS) of 0.72, 0.82, and 0.93 yuan for the years 2024 to 2026, respectively, with a reasonable valuation range of 18 to 21.6 yuan based on a price-to-earnings (PE) ratio of 25 to 30 times for 2024 [6] Financial Performance - In 2023, the company's revenue was 2.369 billion yuan, a year-on-year increase of 16.31%, while the net profit attributable to the parent company was 301 million yuan, up 39.78% year-on-year [10] - For Q1 2024, the company reported revenue of 624 million yuan, a year-on-year increase of 15.72%, but the net profit attributable to the parent company decreased by 20.36% to 61 million yuan [10] - The company’s revenue from compound seasonings in Q1 2024 increased by 27.7% year-on-year, indicating strong performance in this segment [11] Revenue and Profitability Forecast - The company’s revenue is projected to grow steadily, with expected revenues of 2.769 billion yuan in 2024, 3.127 billion yuan in 2025, and 3.450 billion yuan in 2026, reflecting growth rates of 16.9%, 12.9%, and 10.3%, respectively [13] - The gross margin is expected to decline slightly to 32.5% in 2024 and further to 32.0% by 2026 [20] Product Segmentation - The report highlights that the revenue from the compound seasoning segment is expected to grow at rates of 25%, 18%, and 15% over the next three years, with gross margins of 21.17%, 21.42%, and 21.67%, respectively [16] - The light cooking solutions segment is projected to see revenue growth of 10%, 8%, and 5% over the same period, with gross margins remaining above 49% [15]

上海宝立食品科技股份有限公司 2023年年度股东大会会议资料 上海宝立食品科技股份有限公司 2023 年年度股东大会 会议资料 中国·上海 二〇二四年五月十七日 | 一、2023 年年度股东大会会议须知 1 | | --- | | 三、2023 年年度股东大会会议议案 | | 议案一：公司 2023 年度董事会工作报告 4 | | 议案八：关于续聘会计师事务所的议案 29 | | 二、2023 年年度股东大会会议议程 2 议案五：公司 2023 年年度报告及摘要 24 案 27 | | 酬执行情况的议案 25 | | 议案七：关于公司监事 2024 年度薪酬方案暨确认 2023 年度薪酬执行情况的议 | | 议案二：公司 年度监事会工作报告 2023 14 | | 议案三：公司 2023 年度财务决算报告 18 | | 议案四：关于公司 年度利润分配预案的议案 2023 23 | | 议案六：关于公司董事、高级管理人员 2024 年度薪酬方案暨确认 2023 年度薪 | 上海宝立食品科技股份有限公司 2023年年度股东大会会议资料 上海宝立食品科技股份有限公司 2023 年年度股东大会会议须知 为了维护投资者 ...

证券代码：603170 证券简称：宝立食品 公告编号：2024-021 上海宝立食品科技股份有限公司 关于 2023 年度暨 2024 年第一季度业绩说明会召开情况的公告 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。 上海宝立食品科技股份有限公司（以下简称"公司"）于 2024 年 5 月 9 日 (星期四)上午 09:00-10:00 通过上海证券交易所上证路演中心（网址： http://roadshow.sseinfo.com/）举行了 2023 年度暨 2024 年第一季度业绩说明会， 现将本次业绩说明会的召开情况公告如下： 一、业绩说明会的召开情况 公司于 2024 年 4 月 26 日在《中国证券报》《上海证券报》《证券时报》《证 券日报》《经济参考报》及上海证券交易所网站（www.sse.com.cn）披露了《关于 召开 2023 年度暨 2024 年第一季度业绩说明会的公告》（公告编号：2024-020）。 2024 年 5 月 9 日上午 09:00-10:00，公司董事、总经理何宏武先生，董事、财务 总监任 ...

Investment Rating - The report maintains a "Buy" rating for the company, expecting a relative price increase of 15% or more over the next six months [11][41]. Core Insights - In 2023, the company achieved a net profit margin of 12.71%, an increase of 2.13 percentage points year-on-year, primarily due to the recognition of non-operating income from land compensation of 86 million yuan [21]. - The company's revenue for 2023 was 2.369 billion yuan, reflecting a year-on-year growth of 16.31%, while the net profit reached 301 million yuan, up 39.78% year-on-year [21]. - The first quarter of 2024 saw a revenue of 624 million yuan, a year-on-year increase of 15.72%, but the net profit decreased by 20.36% to 61 million yuan [10][22]. Financial Performance Summary - The gross profit margin for 2023 was 33.14%, down 1.43 percentage points year-on-year, attributed to a decrease in the proportion of high-margin products and lower margins in new product categories [21]. - The company’s sales expense ratio was 14.64%, an increase of 0.61 percentage points year-on-year, while the management, financial, and R&D expense ratios were 2.81%, -0.13%, and 1.97%, respectively [21]. - For 2024-2026, the company is projected to achieve revenues of 2.73 billion yuan, 3.15 billion yuan, and 3.63 billion yuan, with year-on-year growth rates of 15.1%, 15.5%, and 15.4% respectively [11]. Segment Performance - The company’s B-end revenue for 2023 was 866 million yuan, a slight decline of 0.6% year-on-year, while the C-end revenue grew by 29% to 1.5 billion yuan [20]. - The first quarter of 2024 showed continued strong performance in the B-end, with a growth rate close to 30%, while the C-end is expected to see a slight decline [20].

Investment Rating - The investment rating for the company is "Cautious Recommendation" (maintained) [6]. Core Views - The company reported a revenue of 2.37 billion yuan in 2023, representing a year-on-year increase of 16.3%, and a net profit attributable to shareholders of 300 million yuan, up 39.8% [6]. - In Q1 2024, the revenue was 620 million yuan, a 15.7% increase year-on-year, while the net profit attributable to shareholders decreased by 20.4% to 60 million yuan [6]. - The growth in the B-end business is driven by deepening cooperation with major clients, despite a weaker performance in the C-end due to structural changes in online channels and high base pressure [6]. Summary by Sections Financial Performance - For the full year 2023, the company achieved a gross margin of 33.1%, down 1.4 percentage points year-on-year, primarily due to an increase in the B-end business proportion and the ramp-up of baking capacity [6]. - The net profit margin for 2023 was 12.7%, an increase of 2.1 percentage points year-on-year, while the non-recurring net profit margin decreased by 0.3 percentage points [6]. - The company expects net profits for 2024 to be 279 million yuan, a decrease of 7.2% year-on-year, with projected earnings per share (EPS) of 0.70 yuan [11]. Business Segments - The B-end business has shown strong growth, with revenue from the recovery business increasing by 29.3% in 2023 and 27.7% in Q1 2024, driven by increased demand from dining services and downstream clients [6]. - The C-end business is anticipated to recover as new products are continuously introduced, and the company's strategy is adjusted accordingly [6]. Market Outlook - The company is expected to maintain a stable growth trajectory in the B-end business, with further expansion into small B channels anticipated to contribute to revenue once established [6]. - Long-term growth is supported by category expansion through partnerships and investments, enhancing product offerings and R&D services for clients [6].

Investment Rating - The report maintains a "Buy" rating for the company, with a target price of 19.08 CNY based on a 27x PE for 2024 [3][5][12]. Core Views - The company reported a revenue of 2.369 billion CNY for 2023, a year-on-year increase of 16%, and a net profit of 301 million CNY, up 40% year-on-year. However, Q1 2024 saw a revenue of 624 million CNY, also up 16% year-on-year, but a net profit decline of 20% year-on-year due to high base effects from asset disposals and increased minority shareholder profits [1][3][10]. - The company's B-end business continues to grow rapidly, benefiting from strong demand recovery and new product launches, with revenue growth rates of 27.7% for the mixed seasoning solutions and 5.76% for light cooking solutions in Q1 2024 [2][10]. - The report highlights a strong competitive position in the core business, with significant growth potential driven by B-end demand, despite a downward adjustment in profit forecasts for 2024-2025 [3][10]. Financial Summary - For 2023, the company achieved a revenue of 2,369 million CNY, with a growth rate of 16%. The net profit was 301 million CNY, reflecting a 40% increase. The forecast for 2024 and 2025 net profits is 283 million CNY and 336 million CNY, respectively, indicating a year-on-year decrease of 6% for 2024, followed by growth of 19% in 2025 [4][11]. - The company's sales gross margin for 2023 was 33.14%, a decrease of 1.43 percentage points year-on-year, primarily due to a higher proportion of lower-margin business [11][14]. - The report provides detailed financial projections, including expected revenues of 2,775 million CNY in 2024 and 3,226 million CNY in 2025, with corresponding net profits of 283 million CNY and 336 million CNY [4][14].

公 司 报 告 公 司 年 报 点 评 证 券 研 究 报 告 2024年04月26日 食品饮料 宝立食品(603170.SH) 复调主业良性增长，轻烹业务边际好转 推荐 ( 维持) 事项： 股价:15.35元 | --- | --- | |------------------------|-----------------------------------| | 行业 | 食品饮料 | | 公司网址 | www.bolexfoods.com | | 大股东 / 持股 | 杭州臻品致信投资合伙企业 ( 有限合 | | | 伙 )/30.60% | | 实际控制人 | 马驹 , 胡珊 , 周琦 , 沈淋涛 | | 总股本 ( 百万股 ) | 400 | | 流通 A 股 ( 百万股 ) | 159 | | 流通 B/H 股 ( 百万股 ) | | | 总市值 ( 亿元 ) | 61 | | 流通 A 股市值 ( 亿元 ) | 24 | | 每股净资产 ( 元 ) | 3.53 | | 资产负债率 (%) | 20.6 | | | | | 行情走势图 | | 证券分析师 | --- | --- | |----- ...

证 券 研 究 报 告 事项： 公司发布 2023年报及2024年一季报，2023年实现收入23.7亿元，同比+16.3%； 归母净利润 3.0 亿元，同比+39.8%。23Q4 实现收入 6.1 亿元，同比+8.6%；归 母净利润 0.6 亿元，同比-3.0%。24Q1 实现收入 6.2 亿元，同比+15.7%；归母 净利润 0.6 亿元，同比-20.4%。整体符合此前预期。 评论： 23 年营收同比+16.3%，24Q1 渠道分化趋势延续，其中 B 端较快增长，C 端 逐步恢复 。 分 业 务 来 看 ， 23 年 复 合 调 味 料 / 饮 品 配 料 收 入 分 别 同 比 +29.3%/+8.3%，而轻烹解决方案同比+1.4%，其中主要受到 C 端空刻拖累（23 全年营收 8.7 亿，同比-0.6%）。分渠道来看，23 全年直销/非直销营收分别同 比+12.6%/+20.2%，其中百胜贡献收入 3.9 亿左右，同比+38.3%。单 24Q1 公 司复调延续较快增长，Q1 收入同比+27.7%，一是下游需求景气延续，二是今 年春节备货节奏更晚（合并 23Q4+24Q1 复调同比+23.6%），轻烹营收 ...

Financial Performance - The net profit attributable to shareholders for 2023 is RMB 301,035,468.50, with a proposed cash dividend of RMB 3.75 per 10 shares, totaling RMB 150,003,750, which accounts for 49.83% of the net profit[5]. - The company's operating revenue for 2023 reached ¥2,369,000,730.80, representing a year-on-year increase of 16.31% compared to ¥2,036,783,645.71 in 2022[21]. - Net profit attributable to shareholders was ¥301,035,468.50, a significant increase of 39.78% from ¥215,363,353.13 in the previous year[21]. - The net profit for the year was 311 million RMB, with a year-on-year increase of 35.03%[34]. - The company's main business revenue was CNY 231,068,210, reflecting a 14.04% year-on-year increase, with main business costs rising by 15.64% to CNY 152,940,180[68]. - The gross margin for the compound seasoning segment decreased by 3.71 percentage points to 21.17%, while the light cooking solution segment's gross margin increased by 4.90 percentage points to 49.91%[70]. - The company achieved a capital increase of 143 million RMB from a partnership with Yum China, resulting in a 60% ownership stake in its subsidiary Zhejiang Baoli[40]. Cash Flow and Dividends - The net cash flow from operating activities decreased by 34.01% to ¥166,476,870.38, down from ¥252,279,916.54 in 2022[22]. - The company has established a cash dividend policy, ensuring that cash dividends distributed will not be less than 10% of the distributable profits if there are no significant cash expenditure events[152]. - For 2023, the company plans to distribute a cash dividend of RMB 3.75 per 10 shares, amounting to RMB 150,003,750, which is 49.83% of the net profit attributable to shareholders[159]. - The total distributable profit available to shareholders as of December 31, 2023, is RMB 208,257,746.04[159]. Audit and Compliance - The company has received a standard unqualified audit report from Tianjian Certified Public Accountants[4]. - The company has appointed Tianjian Certified Public Accountants as its auditing firm[19]. - The internal control audit report for 2023 received a standard unqualified opinion from Tianjian Accounting Firm[169]. - The audit fees have not decreased by more than 20% compared to the previous year[200]. - The company has not faced any delisting risk or bankruptcy reorganization issues[200]. Market and Product Development - The company plans to continue expanding its market presence and investing in new product development to drive future growth[24]. - The company sold over 2,500 types of products in the B-end market, with nearly 60% of these products developed in the last three years[35]. - The company launched new flavors for its C-end brand, including "Thai Spicy Tom Yum" and "Spicy Lobster" pasta, enhancing its product offerings[35]. - The company is expanding its production capacity with a new facility in Shandong, expected to be operational by 2025, addressing the demand for compound seasonings[41]. - The company is actively pursuing strategic partnerships to strengthen its market position and expand its product offerings in the food industry[40]. Supply Chain and Operations - The company has established a comprehensive supply chain management capability, enhancing procurement, production management, quality control, and digital marketing[65]. - The company is focusing on optimizing procurement costs through centralized purchasing and reducing supply chain risks by engaging in raw material trading[40]. - The company has a strong R&D capability, continuously innovating and adapting to market preferences, which has created a significant technical experience barrier[58]. - The company has established long-term stable partnerships with major restaurant chains and large food industry enterprises, gaining widespread recognition and praise[53]. Governance and Management - The company’s management team includes individuals with varying ages, with the youngest being 29 and the oldest being 61[126][127]. - The company’s board of directors consists of a mix of executive and independent directors, ensuring a balance of power and oversight[126]. - The company has established a remuneration and assessment committee to oversee compensation matters[134]. - The total remuneration for directors, supervisors, and senior management during the reporting period amounted to CNY 1,008.13 million, with the chairman receiving CNY 121.49 million[126][127]. Environmental and Social Responsibility - The company invested 2.6352 million yuan in environmental protection during the reporting period[171]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[172]. - Total donations for social responsibility projects amounted to 130,000 yuan, including cash and material contributions[175]. - The company introduced an "eco-friendly box" for its new product, saving approximately 85.7% in paper usage compared to previous packaging[175]. Risks and Challenges - The company faces risks related to food quality control, including potential lapses in the supply chain that could impact product quality and sales[115]. - The company is exposed to raw material price volatility, which significantly affects its cost structure and profit margins[117]. - The company acknowledges the risk of losing major customers, which could adversely affect its production and operations if not mitigated[118].