北京德和衡律师事务所 关于青岛日辰食品股份有限公司 2024年年度股东大会的 法律意见书 德和衡证见意见（2025）第110号 0 中国北京市朝阳区建国门外大街 2 号银泰中心 C 座 11、12 层 电话： (+86 10) 8540 7666 邮编：100022 www.deheheng.com 北京德和衡律师事务所 B E I J I N G D H H L A W F I R M 北京德和衡律师事务所 关于青岛日辰食品股份有限公司 2024年年度股东大会的 法律意见书 德和衡证见意见（2025）第110号 致：青岛日辰食品股份有限公司 北京德和衡律师事务所（以下简称"本所"）接受青岛日辰食品股份有限公司（以下简称 "公司"或"贵公司"）的委托，指派本所律师出席贵公司 2024 年年度股东大会。本所律师 依据《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》"）、《上市公司股东会规则》（以下简称"《股东会规则》"）、《青 岛日辰食品股份有限公司章程》（以下简称"《公司章程》"）及相关法律法规以及规范性文 件的规定，就本次股东大会的有关事宜出具本法律意见书 ...

Core Viewpoint - 日辰股份 shows improvement in profitability margins and successful client development, leading to a "buy" rating from Huaxin Securities [1] Financial Performance - In 2024, total revenue reached 405 million yuan, a 13% increase year-on-year, with net profit attributable to shareholders at 64 million yuan, also up 13%. The first quarter of 2025 saw revenue of 101 million yuan, a 10% increase, and net profit of 18 million yuan, a 37% increase [2] - The fourth quarter of 2024 reported total revenue of 107 million yuan, a 15% increase, but net profit decreased by 36% to 9 million yuan [2] Profitability Metrics - Gross margin improved slightly in 2025 Q1 to 39.21%, up 1 percentage point year-on-year, while the net profit margin increased to 17.42%, up 3 percentage points [3] - The company achieved a reduction in sales expense ratio by 3 percentage points in 2025 Q1, indicating effective cost management [3] Client Development and Product Performance - Revenue from sauce products in 2024 was 319 million yuan, a 19% increase, while powdered products saw a 6% decline [4] - The company is expanding its client base and product offerings, with significant growth in the Sam's Club channel and a projected increase in operational efficiency from automation in the new factory [4] Earnings Forecast - The company is expected to see earnings per share (EPS) of 0.81, 0.98, and 1.16 yuan for 2025, 2026, and 2027 respectively, with current stock prices reflecting price-to-earnings (PE) ratios of 33, 27, and 23 times [5]

Investment Rating - The report maintains a "Buy" investment rating for the company [1][9] Core Views - The company shows improvement in profit margins and successful client development, with a focus on cost reduction and efficiency optimization [1][5][6] - The product structure is continuously optimized, and the company is expected to benefit from capacity release and stable client development in the medium to long term [7][9] Financial Performance Summary - In 2024, the total revenue reached 405 million yuan, a year-on-year increase of 13%, with a net profit of 64 million yuan, also up 13% [4] - For Q1 2025, total revenue was 101 million yuan, reflecting a 10% year-on-year growth, while net profit increased by 37% to 18 million yuan [4] - The gross margin improved slightly, with 2024 and Q1 2025 gross margins at 38.70% and 39.21% respectively [5] - The net profit margin for 2024 and Q1 2025 was 15.78% and 17.42%, indicating a positive trend in profitability [5] Client Development and Product Performance - The company has successfully expanded its client base, particularly in the sauce and seasoning product lines, with significant revenue growth in the restaurant and food processing sectors [6] - Revenue from sauce products in 2024 was 319 million yuan, up 19%, while powdered seasoning products saw a decline of 6% [6] - The company is expected to enhance operational efficiency through automation in its new factory, set to be completed in the second half of 2025 [6] Earnings Forecast - The company is projected to achieve earnings per share (EPS) of 0.81, 0.98, and 1.16 yuan for 2025, 2026, and 2027 respectively, with corresponding price-to-earnings (PE) ratios of 33, 27, and 23 times [9][11]

Summary of the Conference Call for 日辰股份 Company Overview - **Company**: 日辰股份 - **Industry**: Food Processing and Supply for the Restaurant Sector Key Points and Arguments Financial Performance and Growth Targets - **2025 Revenue Growth Target**: 15%-20% with profit growth expected to exceed revenue growth, supported by a first-quarter gross margin improvement [2][13] - **First Quarter Performance**: Revenue increased by 10.3%, but March saw a slowdown, impacting overall quarterly performance [3][4] Market Dynamics - **Customer Segmentation**: Notable growth from major clients like 百胜 and 虾堡, while others like 鱼酷 and 味千 experienced declines, linked to client size and order volumes [2][4] - **Pricing Pressure**: Downstream restaurant clients exerting price pressure on suppliers, but 日辰股份 managed to increase high-value product ratios, improving gross margin to approximately 39% [2][6] Raw Material Costs - **Cost Trends**: Basic raw material costs, particularly米面粮油, have decreased, positively impacting gross margins. The company’s product cost constitutes only about 5% of clients' total raw material costs, limiting the impact of price pressures [7][8] Competitive Landscape - **Increased Competition**: Small suppliers are engaging in aggressive pricing strategies through online channels, leading to heightened competition. However, 日辰股份 maintains strong relationships with existing clients, mitigating some competitive pressures [9][10][11] - **Industry Consolidation**: Larger companies are leveraging their advantages to squeeze out smaller competitors, with recent acquisitions indicating a trend towards market concentration [5][12] Strategic Initiatives - **Acquisition Strategy**: The acquisition of 嘉兴艾贝棒 to expand frozen dough business and enhance service to 百胜, with potential for future collaboration [5][25] - **Focus on High-Value Products**: The company is increasing the proportion of high-value products to enhance profitability amidst competitive pricing pressures [6][24] Product Development and Client Relationships - **New Product Contribution**: New products account for over 20% of annual sales, with a focus on meeting the needs of both new and existing clients [6] - **Client Retention**: Strong customer loyalty among existing clients reduces the likelihood of switching suppliers, despite competitive pressures [11] Future Outlook - **2025 Operational Plans**: The company anticipates significant growth from restaurant clients and brand customization, with major clients expected to drive revenue growth [15][16] - **Cost Management**: Prepared for potential cost increases in the second half of 2025, with strategies in place to manage pricing pressures through inventory and product positioning [22] Market Trends - **New Product Launches**: The restaurant industry is focusing on new product launches primarily for promotional purposes to drive foot traffic, amidst a competitive environment [23] Expansion into Baking - **Baking Market Potential**: The decision to expand into the baking sector is driven by market saturation in the compound seasoning market, with confidence in the baking market's growth potential [27][28] Additional Important Insights - **Industry Learning**: The company is leveraging Japanese industry practices in areas like prepared foods and baking, indicating a strategic approach to market development [28]

证券代码：603755 证券简称：日辰股份 青岛日辰食品股份有限公司 2024 年年度股东大会 会议资料 山东·青岛 2025 年 5 月 目 录 一、2024 年年度股东大会须知 二、2024 年年度股东大会议程 三、2024 年年度股东大会议案 青岛日辰食品股份有限公司 2024 年年度股东大会须知 尊敬的各位股东及股东代理人： 二、股东请按时进入会场，听从工作人员安排入座。 三、大会正式开始后，迟到股东人数、股权额不记入表决数。 四、与会者要保持会场正常秩序，会议期间不要大声喧哗，请关闭手机或将 其调至静音状态，大会谢绝个人拍照、录音及录像。 五、出席现场会议的股东及股东代理人依法享有发言权、咨询权、表决权等 各项权利，但需由公司统一安排发言和解答。股东的发言和质询应尽量围绕本次 股东大会所审议的议案，简明扼要，不要给大会议程及其他股东发言带来不必要 的延迟。股东（或股东代表）发言时，应先报告所持股份数。股东要求发言时不 得打断会议报告人的报告或其他股东的发言。会议召集人可以合理安排发言环节。 六、本次大会表决，采取现场投票与网络投票相结合的方式。现场会议的表 决采用按股权书面表决方式，网络投票表决方法 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [9]. Core Views - The company achieved a total revenue of 405 million yuan in 2024, representing a year-on-year increase of 12.59%. The net profit attributable to shareholders was 63.86 million yuan, up 13.16% year-on-year, while the net profit excluding non-recurring items was 55.37 million yuan, an increase of 5.59% year-on-year [2][4]. - In Q4 2024, the company reported a total revenue of 107 million yuan, a year-on-year increase of 14.9%. However, the net profit attributable to shareholders decreased by 36.49% to 9.42 million yuan, and the net profit excluding non-recurring items dropped by 78.7% to 2.92 million yuan [2][4]. - For Q1 2025, the company achieved a total revenue of 101 million yuan, a year-on-year increase of 10.5%, with a net profit attributable to shareholders of 17.66 million yuan, up 36.86% year-on-year, and a net profit excluding non-recurring items of 17.57 million yuan, an increase of 44.87% year-on-year [2][4]. Revenue Breakdown - In 2024, the revenue from the catering channel was 200 million yuan, a year-on-year increase of 22.24%. In Q4 2024, it grew by 17.27%, and in Q1 2025, it increased by 9.94%. The food processing segment generated 140 million yuan, up 3.96% year-on-year, with Q4 2024 and Q1 2025 showing increases of 13.47% and 7.44%, respectively. The brand customization channel saw revenue of 52 million yuan, a year-on-year increase of 15.08%, with Q4 2024 and Q1 2025 growth rates of 26.55% and 36.92%, respectively [5]. Profitability Improvement - The company's net profit margin improved by 0.08 percentage points to 15.78% in 2024, while the gross profit margin decreased by 0.07 percentage points to 38.7%. The expense ratio decreased by 1.43 percentage points to 19.4% [6]. - In Q4 2024, the net profit margin declined by 7.09 percentage points to 8.77%, with a gross profit margin increase of 1.66 percentage points to 39.28%. The expense ratio rose by 5.49 percentage points to 25.92% [6]. - For Q1 2025, the net profit margin increased by 3.36 percentage points to 17.42%, with a gross profit margin of 39.21% and an expense ratio of 18.79%, down by 3.75 percentage points [6]. Growth Potential - The company is focusing on meeting market demand and enhancing product development, which is expected to drive growth in the catering and food processing sectors. The digital factory in Jiaxing is projected to be operational by the end of 2025, enhancing flexible manufacturing and multi-category supply capabilities. The recent acquisition of Aibeibang marks the company's entry into the baking sector, which is anticipated to contribute to new revenue streams [7]. - The projected net profits for 2025 and 2026 are 82 million yuan and 99 million yuan, respectively, with corresponding price-to-earnings ratios of 32 and 26 times [7].

特此公告。 网上集体接待日暨 2024 年度业绩说明会活动的公告 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。 为进一步加强与投资者的互动交流，青岛日辰食品股份有限公司（以下简称 "公司"）将参加由青岛证监局指导，青岛市上市公司协会与深圳市全景网络有 限公司联合举办的"2025 年青岛辖区上市公司投资者网上集体接待日暨 2024 年 度业绩说明会活动"，现将相关事项公告如下： 本次活动将采用网络远程的方式举行，投资者可登录"全景路演"网站 （http://rs.p5w.net）；或关注微信公众号（名称：全景财经）；或下载全景路演 APP,参与本次互动交流。活动时间为 2025 年 5 月 12 日（周一）15:00-17:00。届 时公司董事长张华君先生，财务总监兼董事会秘书张韦女士，独立董事张世兴先 生将以在线交流形式就公司治理、发展战略、经营状况、融资计划、股权激励和 可持续发展等投资者关注的问题与投资者进行沟通与交流，欢迎广大投资者踊跃 参与。 证券代码：603755 证券简称：日辰股份 公告编号：2025-021 青 ...

Investment Rating - The industry rating is "Outperform" (maintained rating) [5] Core Viewpoints - The report highlights a positive outlook for the beverage sector, driven by the upcoming peak season and supportive macroeconomic policies from the central government [2][12] - The report emphasizes the potential for valuation recovery in the liquor sector, particularly in light of the recent political bureau meeting that indicated a more proactive fiscal and monetary policy [2][12] Summary by Sections Market Performance Review - For the week of April 21 to April 25, the food and beverage sector declined by 1.36%, while the Shanghai Composite Index rose by 0.38%. Notable performances included snacks (+4.50%) and soft drinks (+2.21%), while categories like beer (-0.72%) and health products (-1.28%) saw declines [1][19] Weekly Perspective Updates - **Liquor Sector**: The liquor sector saw a decline of 1.75%, attributed to the off-peak consumption period and inventory adjustments. However, the upcoming May Day holiday is expected to boost demand for banquet scenarios, aiding in inventory reduction [2][12] - **Beer and Beverage Sector**: The beer sector decreased by 0.72%, but companies like Zhujiang Brewery saw a 5.7% increase in stock price due to better-than-expected Q1 performance. The report anticipates improved demand as the weather warms and consumption policies are implemented [3][13] - **Consumer Goods Sector**: The report identifies opportunities in the snack sector, with a focus on companies that have shown resilience and potential for growth. The upcoming sales season for soft drinks is also highlighted as a catalyst for growth [3][14] Investment Recommendations - **Liquor Sector**: Recommended stocks include strong alpha leaders like Moutai and Shanxi Fenjiu, as well as cyclical stocks like Luzhou Laojiao and Jiugui Liquor [4][18] - **Consumer Goods**: The report recommends focusing on snacks and dairy products, with specific mentions of companies like Ganyuan Foods and Yuyuan Foods, which are expected to benefit from low base effects in Q2 [4][18] Sector and Individual Stock Performance - The report provides detailed performance metrics for various sectors, indicating that the snack and soft drink sectors are currently outperforming others, while the liquor sector is under pressure [19][22]

Core Viewpoint - The company experienced a revenue increase in Q4 2024 but faced a significant decline in net profit due to rising expenses, while Q1 2025 showed recovery in both revenue and net profit, driven by strong performance in the restaurant channel and improved gross margins [1][7]. Financial Performance - In Q4 2024, the company reported revenue of 1.07 billion, a year-on-year increase of 14.90%, while net profit was 942.32 million, down 36.49% due to increased expenses [2][4]. - For the full year 2024, the company achieved revenue of 4.05 billion, up 12.59%, and net profit of 6385.77 million, up 13.16% [2]. - In Q1 2025, revenue reached 1.01 billion, a 10.5% year-on-year increase, and net profit was 1766 million, up 36.86% [5][7]. Business Segments - The company’s restaurant business generated 2.0 billion in 2024, a 22.2% increase, with Q4 showing a 17.3% growth, primarily due to deepening partnerships with major clients [3]. - The brand customization segment saw revenue of 523.3 million in 2024, up 15.1%, with Q4 growth of 26.5% attributed to increased orders from clients like Sam's [3]. - The distributor channel continued to decline, with a 34.9% drop in revenue for 2024, reflecting a strategic shift towards direct channels [3]. Profitability Metrics - The company maintained a gross margin of 38.70% for 2024, slightly down from the previous year, while Q4 gross margin improved to 39.28% due to lower raw material costs [4]. - The net profit margin for 2024 was 15.78%, a slight increase, but Q4 saw a decline to 8.77% due to higher sales and management expenses [4]. Future Outlook - The company anticipates continued growth in the restaurant channel in 2025, supported by ongoing collaborations with major clients and the acquisition of Jiaxing Aibeibang Food Co., which is expected to enhance revenue and product capabilities [6][7]. - The focus remains on B2B client expansion, with expectations for improved profitability driven by cost stability and optimized expenses [6][7].

Financial Performance - The company's operating revenue for 2024 reached RMB 404,735,133.64, representing a year-on-year increase of 12.59% compared to RMB 359,466,577.42 in 2023[21] - The net profit attributable to shareholders of the listed company was RMB 63,857,720.41, up 13.16% from RMB 56,430,642.18 in the previous year[21] - The net profit after deducting non-recurring gains and losses was RMB 55,374,319.10, reflecting a 5.59% increase from RMB 52,441,951.46 in 2023[21] - The net cash flow from operating activities was RMB 86,531,024.99, an increase of 23.71% compared to RMB 69,944,020.35 in the previous year[21] - Basic earnings per share increased by 14.28% to CNY 0.6539 in 2024 compared to CNY 0.5722 in 2023[22] - The company's operating revenue for 2024 was CNY 40,473.51 million, reflecting a year-on-year growth of 12.59%[30] - The operating cost for the same period was CNY 248.12 million, reflecting a year-on-year increase of 12.72%[63] - The main business revenue reached CNY 403.98 million, with a year-on-year growth of 12.70%[67] - The main business cost was CNY 247.41 million, showing a year-on-year increase of 12.88%[67] Assets and Liabilities - The total assets at the end of 2024 amounted to RMB 1,002,928,924.49, a 4.22% increase from RMB 962,300,554.68 at the end of 2023[21] - The net assets attributable to shareholders of the listed company were RMB 727,899,279.57, which is a 3.74% increase from RMB 701,642,256.75 in 2023[21] - Cash and cash equivalents increased by 267.67% to ¥162,729,120.98 from ¥44,260,002.65 in the previous period[79] - Fixed assets grew by 162.68% to ¥173,611,693.30, primarily due to the transfer of construction projects into fixed assets[80] - The company's long-term borrowings increased by 166.67%, mainly due to new mortgage loans from its subsidiary[80] Dividends and Profit Distribution - The company distributed a cash dividend of RMB 0.25 per share, totaling RMB 24,298,420.25, which accounted for 38.05% of the net profit attributable to shareholders for the year[6] - The company plans not to distribute profits or increase capital reserves at the end of 2024[6] - The cumulative cash dividends over the last three accounting years amount to CNY 68,674,576.70, with an average net profit of CNY 57,116,281.21, resulting in a cash dividend ratio of 120.24%[158] - For the first three quarters of 2024, the company plans to distribute a cash dividend of CNY 0.25 per share, totaling CNY 24,298,420.25, which represents 38.05% of the net profit attributable to shareholders[152][156] Research and Development - The total R&D expenditure was CNY 13.33 million, representing 3.29% of total revenue[75] - The company has a strong product development capability, responding quickly to customer needs and market trends[58] - The company plans to increase its R&D investment to ensure the technological advancement of its products and services, enhancing overall competitiveness[105] - The company has established a comprehensive talent development mechanism, enhancing its ability to attract high-level talent and improve innovation capabilities[35] Market and Industry Trends - The compound seasoning industry is in a rapid growth phase, with significant market potential and increasing penetration rates in China[38] - The restaurant industry in China is projected to grow from RMB 2.9 trillion in 2014 to RMB 5.64 trillion by 2024, maintaining a stable growth rate of around 10%[96] - The chain rate of the restaurant industry in China increased from 15% in 2020 to 22% in 2024, indicating a growing demand for standardized and new product development in the compound seasoning sector[97] - The rapid development of the takeaway industry is driving an increase in demand for compound seasonings, as consumers seek convenience and quality in their meals[98] Operational Efficiency and Management - The company has implemented a digital transformation strategy to enhance supply chain management capabilities[62] - The company employs a "sales-driven production" model, ensuring flexibility and responsiveness to customer needs[43] - The company primarily uses a direct sales model, providing comprehensive solutions including product development and technical support to its clients[45] - The company has established a standardized training management system to enhance employee skills and support business development[150] Corporate Governance - The company has implemented six internal control systems to improve corporate governance, including the management of insider information and fundraising management[118] - The board of directors has established specialized committees such as the strategy committee and audit committee to enhance decision-making efficiency and compliance[119] - The company has maintained a clear and responsible structure for its supervisory board, ensuring compliance with legal regulations and protecting shareholder rights[120] - The company actively engages in investor relations through various channels, including performance briefings and online communication, to showcase its long-term value[121] Environmental and Social Responsibility - The company has invested 810,100 RMB in environmental protection during the reporting period[167] - The company collects approximately 30-80 tons of production wastewater daily, which is treated and then enters the municipal sewage system[168] - The company has implemented carbon reduction measures, successfully reducing CO2 equivalent emissions by 420 tons during the reporting period[170] - The company actively participates in public welfare activities, including donations to support local construction and aid for employees facing difficulties[174] Risks and Challenges - The company faces risks from raw material price fluctuations, particularly for commodities like starch and edible oil, which can impact gross and net profit margins[110] - Food safety risks are a concern, as any lapses in quality control could lead to significant reputational damage and financial liability[111] - The competitive landscape is intensifying, with the company needing to adapt its strategies in marketing, new product development, and cost control to maintain market share[112] Shareholder and Management Changes - The total number of shares held by Chairman Zhang Huajun increased from 4,980,000 to 8,980,000, with a change of 4,000,000 shares due to an agreement to acquire shares indirectly through Qingdao Boya[124] - The total pre-tax remuneration for the board members and senior management during the reporting period amounted to 7,297,600 CNY[125] - The company appointed new board members and supervisors, including Zhang Huajun, Cui Baojun, Chen Ying, and Zhang Wei as non-independent directors, and Hu Zuohao, Zhang Shixing, and Zhang Haiyan as independent directors[128] Compliance and Legal Matters - The company has not reported any significant deviations from the regulations regarding corporate governance and legal compliance[122] - The company has not encountered any major litigation or arbitration matters during the year[190] - The company has not faced any risks of delisting or related warnings[189] - The company has not reported any violations or penalties involving its directors, supervisors, or senior management[190]