法律意见书 地址：杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编：310008 国浩律师（杭州）事务所 关于 浙江李子园食品股份有限公司 2024 年年度股东大会 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 电话/Tel: (+86)(571) 8577 5888 传真/Fax: (+86)(571) 8577 5643 浙江李子园食品股份有限公司 2024 年年度股东大会 法律意见书 致：浙江李子园食品股份有限公司 电子邮箱/Mail：grandallhz@grandall.com.cn 网址/Website：http://www.grandall.com.cn 二〇二五年五月 国浩律师（杭州）事务所 李子园 2024 年年度股东大会法律意见书 国浩律师（杭州）事务所 关 于 国浩律师（杭州）事务所（以下简称"本所"）接受浙江李子园食品股份有 限公司（以下简称"公司""李子园"）的委托，指派律师出席公司 2024 年年 度股东 ...

Investment Rating - The investment rating for the company is "Buy" with initial coverage [1] Core Views - The company aims to enhance its e-commerce capabilities and optimize its product structure to drive sales growth, particularly in the vitamin water segment, which is expected to follow industry trends towards healthier beverage options [4][17] - The company reported a slight increase in total revenue for 2024, with a total revenue of 1.415 billion yuan, reflecting a year-on-year growth of 0.22% [4][13] - The gross profit margin for 2024 is projected at 39.08%, an increase attributed to a decline in raw material prices [4][13] Company Overview - The latest closing price of the company's stock is 13.03 yuan, with a total market capitalization of 5.1 billion yuan [3] - The company has a total share capital of 394 million shares, with a price-to-earnings ratio of 22.47 [3] Financial Performance - For Q1 2025, the company achieved total revenue of 320 million yuan, a decrease of 4.3% year-on-year, but the net profit attributable to the parent company increased by 16.17% to 66 million yuan [5][14] - The projected revenues for 2025 to 2027 are 1.519 billion yuan, 1.644 billion yuan, and 1.764 billion yuan, respectively, with expected growth rates of 7.31%, 8.25%, and 7.32% [8][10] Strategic Initiatives - The company is focusing on building a second growth curve through the introduction of vitamin water products, leveraging clean and healthy ingredient profiles to differentiate from competitors [17] - A dealer empowerment plan is being implemented to support distributors with tailored strategies based on regional and channel characteristics [6][15] Market Trends - The soft drink industry is witnessing trends towards lighter flavors, health benefits, and sugar-free options, which the company is aligning with through its product development strategies [17] - The company plans to launch a new brand, "Li Guifei," focusing on traditional Chinese health concepts, further diversifying its product offerings [7][17]

Core Insights - The FBIF Food Innovation Expo 2025 showcased over 700 exhibitors across various sectors, including dairy, beverages, snacks, and functional foods, covering an exhibition area of over 62,000 square meters [1][2][4] - The event attracted more than 39,000 visitors from over 6,500 companies, with over 35% of attendees being senior management [3][4] Group 1: Event Overview - The FBIF Food Innovation Expo serves as a professional platform for food companies to showcase innovations and connect with industry leaders [1] - The exhibition featured three main areas: Hall 4.2, Hall 5.2, and Hall 6.2, facilitating efficient connections across the supply chain [1][2] Group 2: Audience and Exhibitor Feedback - The audience comprised over 39,000 visitors, with 13,975 senior management personnel, accounting for 35.67% of the total [3] - Exhibitors reported high-quality interactions, with many expressing intentions to secure booths for the next year [4][5] Group 3: Media Coverage - The event received extensive media coverage, with participation from 88 mainstream and industry-specific media outlets, including major platforms like CCTV and Xinhua [7] - Influencers and bloggers shared content across social media platforms, enhancing the event's visibility [13] Group 4: Best Booth Awards - The awards recognized outstanding booth designs, with categories such as Best Overall Booth, Best Visual Impact, and Best Cultural Feature [18][19][21] - Notable winners included Yili for Best Overall Booth and Wangwang for Most Popular Booth, showcasing innovative and engaging designs [19][24] Group 5: Exclusive Activities - The event featured exclusive activities like the FBiF Channel Matching Conference and Foodtalks Salon, which facilitated networking and knowledge sharing among industry professionals [74][106] - The FBiF Channel Matching Conference attracted 1,207 suppliers, focusing on specialized content and enhanced visitor experience [74][75] Group 6: Global New Product Showcase - The FBiF Global New Product Collection highlighted over 650 innovative food products, with top selections including unique beverages and snacks that captured audience interest [140][142] - Products like the HPP Cold Brew Tea and the TAKEO Cricket Rice Cake stood out for their creativity and appeal [142][159] Group 7: Creative Packaging Showcase - The FBiF Global Creative Packaging Collection featured 160 innovative packaging designs from 30 countries, emphasizing sustainability and aesthetic appeal [162][166] - Noteworthy designs included edible packaging and unique cultural representations, attracting significant attention from attendees [166][171]

Group 1: On's Q1 Performance - On reported a net sales of 727 million Swiss francs in Q1 2025, a 43% year-on-year increase, exceeding market expectations [2] - Net profit decreased by 38% to 56.7 million Swiss francs, with a net profit margin dropping to 7.8% due to rising costs and market expansion investments [2] - The EMEA market saw a sales increase of 33.6% to 169 million Swiss francs, while the Americas grew by 32.7% to 437 million Swiss francs, and the Asia-Pacific market surged by 130.1% to 120.6 million Swiss francs, now accounting for 16.6% of total revenue [2][3] Group 2: Under Armour's Financial Struggles - Under Armour reported a revenue decline of 9% to 5.2 billion USD for the fiscal year 2025, with a net loss of 200 million USD [4] - The fourth quarter saw an 11% revenue drop to 1.2 billion USD, with a net loss of 67 million USD [4] - The company initiated a turnaround plan focusing on premium products for members and targeting the Asia-Pacific market, particularly China, as a growth core [5] Group 3: ASICS Q1 Growth - ASICS achieved a record revenue of 208.3 billion JPY in Q1 2025, marking a 20% increase year-on-year [6] - The net profit rose by 18% to 31.6 billion JPY, with operating profit increasing by 32% to 44.5 billion JPY [6] - Performance running shoes and sports leisure products saw significant growth, with the latter category increasing by 49.6% [6] Group 4: Starbucks' Strategic Moves in China - Starbucks is exploring various options for its China business, including potential equity sales, and has reached out to private equity firms for feedback [7][8] - The company reported a 5% year-on-year revenue growth in China, reaching 739.7 million USD, with a 9% increase in store count to 7,758 [8] Group 5: Lululemon's Community Engagement - Lululemon celebrated the 10th anniversary of its Align™ yoga pants with a large community event in Beijing, attracting over 5,000 participants [10] - The Align™ product line has expanded significantly since its launch, becoming a flagship series for the brand [10] Group 6: Market Trends and New Product Launches - The low-sugar tea beverage market in China is experiencing rapid growth, with a sales increase of 41% expected in 2024 [23] - Starbucks launched new ready-to-drink tea latte products, tapping into the growing demand for tea-based beverages in China [15] - HOKA introduced the MAFATE X, a new trail running shoe, enhancing its product lineup [17]

Core Viewpoint - Li Ziyuan is undergoing a diversification transformation to seek new growth opportunities in response to stagnant performance in its core sweet milk business, which has faced challenges over the past three years [1][2]. Group 1: Company Performance - Li Ziyuan's revenue for 2024 is reported at 1.42 billion yuan, showing a slight increase of 0.2% year-on-year, while the net profit attributable to shareholders is 220 million yuan, reflecting a decrease of 5.6% [1]. - The company's sweet milk product has a market share of nearly 50% in the dairy beverage market, but its revenue from dairy beverages has remained relatively stable, with figures of 1.36 billion yuan, 1.38 billion yuan, and 1.35 billion yuan from 2022 to 2024 [1]. Group 2: Business Transformation - Li Ziyuan plans to launch innovative products such as nutrient water and plant-based beverages by 2025, aiming to reduce reliance on its sweet milk series [2]. - The company has already introduced new products like soda water and plant protein drinks in the second half of 2024, with initial market feedback being positive [2]. - An investment of 320 million yuan has been announced for a project in Ningxia to process 1,000 tons of raw milk daily, which will include production lines for various dairy products [2]. Group 3: Industry Challenges - The dairy beverage sector is facing challenges due to the rising popularity of new tea drinks, milk tea, and coffee, which are diverting market interest away from traditional dairy beverages [1]. - The milk powder industry is highly competitive, with a focus on technology and research and development, raising questions about Li Ziyuan's ability to keep pace in these areas [3].

Group 1: Guizhou Moutai - Guizhou Moutai announced the adjustment of the venue for the 2024 annual shareholder meeting due to the number of registered attendees exceeding the original venue capacity [1] Group 2: Zhangyu A - Zhangyu A's management acknowledged shortcomings in positioning and marketing, which contributed to the decline in performance, and emphasized the need for improvement [2] - The company aims to achieve 1 billion revenue from overseas wineries despite current challenges [2] Group 3: Huiquan Beer - Huiquan Beer discussed avoiding competition with Yanjing Beer, highlighting the importance of base market effects and sales radius in the beer industry [3] - The company plans to strengthen its market presence in Fujian and Jiangxi while expanding its overall market reach [3] Group 4: Dairy Industry - "Raising a Cow" launched a new children's brand "Moo Star" with three A2 type pure milk products targeting children aged 1-12 [4] Group 5: Food and Beverage - Qiaqia Foods clarified that it has no plans for a liquor business and is set to launch a new ice cream product next month [5] - Wahaha confirmed the termination of its contract with a co-packer due to quality issues found in some batches of bottled water [6] Group 6: Zhongju High-tech - Zhongju High-tech reported an expected improvement in sales for Q2 compared to Q1, with a decrease in inventory levels and recovery in sales across regions [7][8] Group 7: Farmer Spring - Farmer Spring introduced a new product, Chenpi White Tea beverage, on its Tmall flagship store [9] Group 8: Golden Dragon Fish - Golden Dragon Fish stated that its health products generally have higher profit margins than regular grain and oil products, which is expected to contribute to sales growth and profit [10] Group 9: Sanquan Foods - Sanquan Foods announced plans to absorb and merge its subsidiary Zhengzhou Fast Kitchen to optimize resource allocation and improve operational efficiency [11] Group 10: Laiyifen - Laiyifen addressed consumer concerns regarding a product issue, stating that they have taken swift action to investigate and resolve the matter [12] Group 11: Liziyuan - Liziyuan plans to focus on milk powder and dairy product production and sales while extending into the upstream supply chain [13] Group 12: Huiyuan Juice - Huiyuan Juice refuted negative online claims about its business, asserting that its operations have been improving since its restructuring in 2022 [14] Group 13: Walmart - Walmart reported Q1 2026 total revenue of $165.6 billion, with a 2.5% year-on-year increase, and a significant growth in its China e-commerce business [17]

Core Viewpoint - Li Ziyuan plans to enter the milk powder market to reduce raw material costs and diversify its product offerings, focusing on milk powder and dairy product production and sales by 2025 [1][6][12]. Investment Plans - The company intends to invest 320 million yuan in a "daily processing of 1,000 tons of raw milk deep processing project" and establish a wholly-owned subsidiary named Ningxia Li Ziyuan Food Co., Ltd. [2][5]. - The project will include the construction of production lines for whole and skim milk powder, concentrated milk, cream, cheese, and a research and development center, along with supporting facilities [5]. Market Challenges - The milk powder market is facing challenges due to declining birth rates, leading to reduced demand and increased competition among existing brands [6][7]. - The company acknowledges the volatility of milk powder prices influenced by environmental factors, cow inventory, supply-demand relationships, and trade policies, which pose cost control challenges [5][10]. Financial Performance - In 2024, Li Ziyuan reported revenue of 1.42 billion yuan, a year-on-year increase of 0.2%, but net profit decreased by 5.6% to 220 million yuan [8][10]. - The revenue from dairy beverages accounted for approximately 95% of total revenue, with a decline of 1.92% year-on-year [10][12]. Product Diversification - To address performance pressures, Li Ziyuan is expanding its product range beyond sweet milk to include plant-based protein drinks, vitamin drinks, and tea-flavored beer [1][12]. - The company is also focusing on health-oriented products, launching new series such as coarse grain drinks and vitamin water to cater to changing consumer preferences [12][14].

Group 1 - The core reason for the expected net profit growth in Q1 2025 is attributed to the decline in raw material prices and effective cost control measures implemented by the company [1] - The company plans to stabilize and enhance its net profit levels through management optimization, industry layout optimization, product innovation and promotion, and expanding sales channels [1] - The company aims to focus on the production and sales of milk powder and dairy products in 2025, extending upstream in the supply chain to ensure stable raw material supply [2] Group 2 - The company intends to develop new sales channels in regions such as Guangdong, Shenzhen, Shanghai, Zhejiang, and Jiangsu, while strengthening e-commerce platform operations to expand online sales [1] - The company will continue to explore product innovation and increase R&D investment, focusing on the production and sales of milk powder and dairy products [2] - The company emphasizes collaboration in technology and process innovation, engaging in joint research with educational institutions to improve production processes [2]

Investment Rating - The report maintains a "Buy" investment rating for the company [1][8] Core Insights - The company's main revenue is stable, with continuous improvement in profitability. Total revenue and net profit for 2024 were CNY 1.415 billion and CNY 224 million, respectively, showing a year-on-year growth of 0.2% and a decline of 6%. In Q4 2024, total revenue and net profit were CNY 351 million and CNY 67 million, reflecting a year-on-year increase of 2% and 39% [5] - The company is experiencing a significant increase in gross margin, with 2024 gross margin at 39.08%, up 3.2 percentage points year-on-year. The net margin slightly decreased due to increased sales and management expenses [5] - The company is expanding its e-commerce channels, with online sales revenue reaching CNY 76 million, a growth of 90%, and accounting for 5.43% of total revenue [7] Summary by Sections Financial Performance - In 2024, the company reported total revenue of CNY 1.415 billion and a net profit of CNY 224 million. The Q1 2025 figures were CNY 320 million in revenue and CNY 66 million in net profit, with a year-on-year growth of 16% in net profit [5][10] - The gross margin for 2024 was 39.08%, and for Q1 2025, it increased to 42.83% [5][10] Revenue Breakdown - The revenue from dairy beverages was CNY 1.354 billion in 2024, with a slight decline of 2%. The company introduced new products to meet health-conscious consumer demands [6] - The company’s revenue from direct sales grew significantly by 111% in 2024, while traditional distribution channels saw a decline [6][7] Profitability Forecast - The company is expected to see EPS of CNY 0.66, 0.75, and 0.85 for 2025, 2026, and 2027, respectively, with corresponding PE ratios of 20, 18, and 15 [8][10]

Group 1 - The report highlights the core viewpoint that the company, Qii 712 (603712), is a key supplier in military wireless communication, with a focus on independent research and innovation in military communication technology [2] - The company reported a revenue of 216 million yuan in Q1 2025, a decrease of 55.88% year-on-year, and a net profit of -54.02 million yuan, down 440.23% year-on-year [2] - The report anticipates that the company will benefit from the increasing defense spending and the expanding market for military private network wireless communication [2] Group 2 - The report on the pet economy indicates a strong growth momentum, with the fifth TOPS Pet Expo showcasing over 1,200 exhibitors and a 43% increase in visitor numbers compared to the previous year [3] - Exports of pet food from China reached 82,400 tons in the first quarter of 2025, reflecting a year-on-year growth of 19.68% [3] - The report suggests that the pet economy is transitioning from "scale expansion" to "value creation," with leading companies focusing on innovation and brand development [3] Group 3 - The report on Aosaikang (002755) indicates a total revenue of 509 million yuan in Q1 2025, a year-on-year increase of 13.39%, and a net profit of 54.73 million yuan, up 73.50% year-on-year [4] - Aosaikang's SmartKine platform is highlighted as a promising innovation in the field of immunotherapy, aiming to selectively activate the immune system to target tumor cells [4] - The report projects significant revenue growth for Aosaikang, with expected revenues of 1.90 billion, 2.89 billion, and 5.30 billion yuan for 2025, 2026, and 2027 respectively [30] Group 4 - The report on Zhongji Xuchuang (300308) shows a revenue of 6.67 billion yuan in Q1 2025, a year-on-year increase of 37.82%, and a net profit of 1.58 billion yuan, up 56.83% year-on-year [33] - The company is focusing on the development of 800G and 1.6T optical modules, with expectations for increased demand in the second half of 2025 [33] - The report emphasizes the strategic partnership with CarLink to develop vehicle-mounted optical communication modules, aiming to enhance smart vehicle capabilities [33]