湖南启元律师事务所 关于益丰大药房连锁股份有限公司 2022年限制性股票激励计划预留授予部分第二 期解除限售条件成就及回购注销部分限制性股 票相关事项的 法律意见书 二〇二五年九月 1 致：益丰大药房连锁股份有限公司 湖南启元律师事务所（以下简称"本所"）受益丰大药房连锁股份有限公司 （以下简称"益丰药房"或"公司"）委托，担任公司实施 2022 年限制性股票激 励计划项目专项法律顾问，根据《上市公司股权激励管理办法》（以下简称"《管 理办法》"）、《益丰大药房连锁股份有限公司章程》（以下简称"《公司章程》"）、 《益丰大药房连锁股份有限公司 2022 年限制性股票激励计划（修订版）》（以下 简称"《激励计划》"）等有关规定，就公司本次激励计划预留授予部分第二期 解除限售条件成就（以下简称"本次解除限售"）及回购注销部分限制性股票（以 下简称"本次回购注销"）相关事项出具本法律意见书。 本所仅就与本次解除限售及本次回购注销有关的中华人民共和国境内（以下 简称"中国境内"，为本法律意见书之目的，不包括香港特别行政区、澳门特别 行政区和台湾地区）法律问题发表法律意见，而不对有关会计、审计及资产评估 等专业事项发表 ...

Core Viewpoint - Yifeng Pharmacy Chain Co., Ltd. has approved the second unlock condition for its 2022 restricted stock incentive plan, allowing 29 individuals to unlock a total of 196,838 shares, representing 0.02% of the company's total share capital as of 2025 [1] Summary by Category Company Performance - The company's net profit for 2024 is projected to increase by 71.98% compared to 2021, indicating strong financial growth [1] - The performance assessment criteria have been met, with 29 incentive recipients achieving an annual assessment completion rate of 80% or above [1] Stock Incentive Plan - The meeting held on September 30, 2025, resulted in the approval of the unlocking of restricted stocks for the second phase of the incentive plan [1] - The company will issue an announcement regarding the unlocking of restricted stocks and the listing of shares before the completion of related procedures [1]

Core Viewpoint - The offline pharmacy industry is undergoing a significant transformation, shifting from rapid expansion to a focus on optimization and quality improvement, with many companies facing declining performance and store closures as a result of changing market dynamics and regulatory pressures [1][7]. Industry Performance - In the first half of 2025, several listed offline pharmacy companies reported weak performance, with major players like Yifeng Pharmacy, Lao Baixing, and Yixin Tang experiencing revenue declines [2]. - The retail pharmacy sector is seeing a slowdown in revenue growth, with some companies reporting negative growth for the first half of 2025, marking the end of a 20-year period of high growth [2][4]. Store Closures and Strategic Adjustments - Major pharmacy chains are closing stores to optimize their operations, with Yifeng Pharmacy closing 1,078 stores and Daclin closing 733 stores in 2024 [5]. - Guoda Pharmacy, once a member of the "10,000 store club," has closed over 1,270 stores as part of its strategic shift towards high-quality development, reducing its total store count from 10,702 to 9,569 by the end of 2024 [2][6]. Market Trends and Future Outlook - The overall retail pharmacy market is experiencing a contraction, with a significant decrease in the number of stores, dropping below 700,000 nationwide by the first quarter of 2025 [6]. - The industry is expected to undergo consolidation, with a shift from quantity expansion to quality improvement, driven by regulatory changes and market pressures [7][8]. - The rise of online pharmacy services is impacting traditional brick-and-mortar stores, but the latter are adapting by enhancing their service offerings and focusing on prescription drugs and health products [8].

Core Insights - The company held a performance briefing for the first half of 2025, emphasizing the stability of its main business segments: traditional Chinese medicine, Western medicine, and non-pharmaceutical products [1] - Following the release of the "Special Action Plan to Promote Healthy Consumption" by the state in April 2025, policies encouraging diversified development in pharmacies are expected to drive growth in related sectors [1] Company Strategy - The company has established a non-pharmaceutical innovation division focusing on product innovation in functional and non-functional foods and supplies, including medical beauty skincare, personal care, and household cleaning products [1] - As community health access points, pharmacies benefit from high consumer trust and low marginal operating costs, allowing the company to validate its market through mainstream branded products [1] - Future strategies will involve deepening product selection based on health dimensions, quality screening, and cost-performance strategies, along with gradually expanding self-owned brands [1] Industry Trends - According to third-party statistics, the number of pharmacies in China reached a critical point in 2024, leading to a decline in single-store sales and profitability [1] - The period from 2025 to 2026 is expected to see a normalization of both openings and closures of stores, with an acceleration in industry consolidation [1] - For leading chains, adapting to changes in the era and policies, along with digital transformation, supply chain optimization, and innovative service models for health management across online and offline channels, will be key competitive advantages [1]

Market Overview - On September 25, the pharmaceutical commercial sector declined by 1.06%, with HeFu China leading the drop [1] - The Shanghai Composite Index closed at 3853.3, down 0.01%, while the Shenzhen Component Index closed at 13445.9, up 0.67% [1] Stock Performance - Notable stock performances include: - N Jianfa Zhi (301584) surged by 418.58% to a closing price of 36.56, with a trading volume of 419,500 shares and a transaction value of 1.477 billion [1] - Jia Shi Tang (002462) increased by 6.61% to 14.51, with a trading volume of 193,500 shares and a transaction value of 279 million [1] - HeFu China (603122) fell by 4.69% to 6.51, with a trading volume of 169,000 shares and a transaction value of 112 million [2] Capital Flow - The pharmaceutical commercial sector saw a net inflow of 337 million from institutional investors, while retail investors experienced a net outflow of 591 million [2] - Key capital flows for selected stocks include: - N Jianfa Zhi (301584) had a net inflow of 45.716 million from institutional investors, accounting for 30.94% of its total [3] - Jia Shi Tang (002462) recorded a net inflow of 51.35 million from institutional investors, representing 18.43% [3] - HeFu China (603122) experienced a net outflow of 16.49 million from retail investors, which is -43.96% of its total [3]

Core Viewpoint - Yifeng Pharmacy's stock price has shown fluctuations, with a year-to-date increase of 5.76% but a recent decline of 2.67% over the past five trading days [2] Financial Performance - For the first half of 2025, Yifeng Pharmacy reported operating revenue of 11.722 billion yuan, a year-on-year decrease of 0.35%, while net profit attributable to shareholders increased by 10.32% to 880 million yuan [2] - Cumulative cash dividends since the company's A-share listing amount to 2.852 billion yuan, with 1.946 billion yuan distributed over the past three years [3] Stock Market Activity - As of September 25, Yifeng Pharmacy's stock price was 24.78 yuan per share, with a market capitalization of 30.044 billion yuan [1] - The stock experienced a trading volume of 73.2279 million yuan and a turnover rate of 0.24% on the same day [1] - The net inflow of main funds was 754,600 yuan, with significant buying and selling activity from large orders [1] Shareholder Structure - As of June 30, 2025, the number of shareholders increased by 7.70% to 21,600, with an average of 56,081 circulating shares per shareholder, a decrease of 7.15% [2] - The second-largest circulating shareholder is Hong Kong Central Clearing Limited, holding 237 million shares, a decrease of 35.3896 million shares from the previous period [3]

Group 1: Strategy Observation - The report highlights a recovery in the prices of domestic cyclical goods and an improvement in service consumption, particularly in first-tier cities where real estate sales have shown significant growth [1][11] - The construction demand has marginally improved, supported by ongoing anti-involution policies in industries like steel and coal, leading to price increases in coal, steel, and glass [1][11] - Service consumption has seen a month-on-month increase, with tourism in Hainan showing signs of recovery and a substantial rebound in movie box office revenues due to new film releases [1][11] Group 2: Downstream Consumption - Real estate sales in 30 major cities increased by 20.3% year-on-year, with first-tier cities seeing a 68.8% increase in transaction area [2][12] - Retail sales of passenger vehicles grew by 1.0% year-on-year, with a slight easing of price pressures in the car market [2][12] - The service consumption index in Hainan rose by 1.3% month-on-month, and movie box office revenues surged by 364.6% month-on-month and 149.0% year-on-year [2][12] Group 3: Midstream Manufacturing - Construction demand has shown slight improvement, with policies supporting steady growth in the steel industry leading to minor price increases [3][13] - Manufacturing activity has generally improved, with increased operating rates in sectors like automotive and chemicals [3][13] - Long-distance passenger transport demand has improved, with logistics activity also showing a month-on-month increase [3][13] Group 4: Upstream Resources - Coal prices have risen by 3.5% due to tight supply and pre-holiday stockpiling needs [3][13] - Industrial metal prices are under pressure due to weak domestic demand and hawkish signals from the U.S. Federal Reserve [3][13] Group 5: Company-Specific Insights on Supermicro - Supermicro is positioned uniquely in the market, combining independent product development with custom manufacturing capabilities, distinguishing it from traditional OEM and ODM models [5][26] - The company is expected to see significant revenue growth, with projected total revenues of $31.82 billion, $38.44 billion, and $49.55 billion for 2026E to 2028E [5][25] - Supermicro's product performance is notable, with its AI server product line keeping pace with chip updates, and it actively collaborates with the open-source community to optimize AI cluster software [5][27]

Investment Rating - The report maintains a "Buy" rating for Yifeng Pharmacy with a target price of 36.00 CNY [6][13]. Core Views - The report highlights that the overall off-hospital pharmaceutical retail industry remains under pressure, but Yifeng Pharmacy, as a leading player in the pharmacy sector, maintains a steady operational rhythm and continues to enhance its profitability. There is optimism for a recovery in performance growth in the second half of the year [2][13]. Financial Summary - Total revenue for 2023 is projected at 22,588 million CNY, with a year-on-year growth of 13.6%. By 2025, revenue is expected to reach 24,690 million CNY, reflecting a growth rate of 2.6% [4]. - Net profit attributable to the parent company is forecasted to be 1,412 million CNY in 2023, increasing to 1,749 million CNY by 2025, which represents a growth of 14.4% [4]. - Earnings per share (EPS) is expected to rise from 1.16 CNY in 2023 to 1.44 CNY in 2025 [4]. - The return on equity (ROE) is projected to be 14.4% in 2023, slightly increasing to 14.8% by 2025 [4]. Operational Insights - As of the first half of 2025, Yifeng Pharmacy operates 14,701 stores, with 10,681 being directly operated and 4,070 franchised. The pace of store expansion has slowed, with 81 new stores opened and 272 closed in the first half of the year [13]. - Retail business revenue for the first half of 2025 is reported at 101.99 billion CNY, showing a decline of 1.91% year-on-year, while the gross margin improved by 1.04 percentage points to 41.99% [13]. Product Performance - Revenue from traditional Chinese and Western medicine is reported at 88.99 billion CNY, with a slight year-on-year increase of 0.24%. The gross margin for this segment increased by 0.77 percentage points to 35.62% [13]. - Non-pharmaceutical revenue has faced challenges, with a reported decline of 2.44% year-on-year [13].

Market Overview - On September 24, the pharmaceutical commercial sector rose by 0.12% compared to the previous trading day, with Yifeng Pharmacy leading the gains [1] - The Shanghai Composite Index closed at 3853.64, up 0.83%, while the Shenzhen Component Index closed at 13356.14, up 1.8% [1] Stock Performance - Yifeng Pharmacy (603939) closed at 25.29, with a gain of 3.06% and a trading volume of 74,600 shares, amounting to a transaction value of 189 million [1] - Other notable performers included: - Yao Yigou (300937) at 27.01, up 2.70% [1] - First Pharmaceutical (600833) at 14.12, up 2.54% [1] - Run Da Medical (603108) at 16.12, up 2.15% [1] - Liu Pharmaceutical Group (603368) at 19.65, up 1.71% [1] Capital Flow - The pharmaceutical commercial sector experienced a net outflow of 69.46 million from institutional investors, while retail investors saw a net inflow of 46.06 million [2] - The capital flow for individual stocks showed: - Shanghai Pharmaceutical (601607) had a net inflow of 29.57 million from institutional investors [3] - Liu Pharmaceutical Group (603368) saw a net inflow of 21.71 million from institutional investors [3] - Yifeng Pharmacy (603939) had a net inflow of 4.22 million from institutional investors [3]

Core Insights - On September 22, brokerages set target prices for listed companies, with notable increases for Gao Weida, SAIC Motor, and Haitian Flavoring, showing target price increases of 98.76%, 37.72%, and 27.18% respectively, across the software development, passenger vehicle, and seasoning industries [1][3] Group 1: Target Price Increases - Gao Weida received a target price of 51.50 yuan, reflecting a target price increase of 98.76% [3] - SAIC Motor's target price was set at 26.25 yuan, indicating a 37.72% increase [3] - Haitian Flavoring's target price reached 50.25 yuan, with a 27.18% increase [3] Group 2: Rating Adjustments - One company, Tebian Electric Apparatus, had its rating upgraded from "Hold" to "Strong Buy" by China Merchants Securities [4] - One company, Jiangling Motors, had its rating downgraded from "Buy" to "Hold" by Industrial Securities [5] Group 3: First Coverage - On September 22, brokerages initiated coverage on nine companies, including Jiangling Motors with a rating of "Hold" from Industrial Securities, and Ximai Food with a "Hold" rating from Shanxi Securities [6] - Gao Weida received a "Buy" rating from Dongwu Securities [6] - Other companies receiving coverage include Hengxin Life with a "Hold" rating and Xianglou New Materials with a "Hold" rating [6]