上海市广发律师事务所 关于中饮巴比食品股份有限公司 2024 年年度股东会的法律意见书 致:中饮巴比食品股份有限公司 中饮巴比食品股份有限公司(以下简称"公司")2024年年度股东会于 2025 年 4 月 18 日在上海市松江区车墩镇茸江路 785 号行政楼 4 楼会议室召开。上海 市广发律师事务所经公司聘请,委派邵彬律师、李文婷律师出席现场会议,根据 《中华人民共和国公司法》(以下简称"《公司法》")、《上市公司股东会规则》(以 下简称"《股东会规则》")等法律法规、其他规范性文件以及《中饮巴比食品股 份有限公司章程》(以下简称"《公司章程》")的规定,就本次股东会的召集和召 开程序、召集人及出席会议人员的资格、会议议案、表决方式和表决程序、表决 结果和会议决议等出具本法律意见书。 为出具本法律意见书,本所律师对本次股东会所涉及的有关事项进行了审 查,查阅了相关会议文件,并对有关问题进行了必要的核查和验证。 公司已向本所保证和承诺,公司向本所律师所提供的文件和所作的陈述和说 明是完整的、真实的和有效的,有关原件及其上面的签字和印章是真实的,且一 切足以影响本法律意见书的事实和文件均已向本所披露,而无任何隐 ...

Investment Rating - The report maintains a "Recommendation" rating for the food and beverage industry, particularly highlighting the white wine sector as it is expected to clear and stabilize, with gradual improvements in the mass market [1]. Core Insights - The white wine sector is currently in a clearing and bottoming phase, with expectations for marginal improvement in the second half of the year. The industry has seen risks transition from off-balance sheet channels to on-balance sheet for most listed companies, leading to a slight slowdown in payment and delivery progress in Q1. However, leading companies have largely completed their initial targets for the year [4][9]. - In the mass market, beer shows signs of marginal improvement, with standout performance in the snack category, particularly for konjac products. The dairy sector is expected to rebound in Q2 after a period of adjustment [19][25]. Summary by Sections White Wine Sector - The white wine sector is in a clearing and bottoming phase, with expectations for improvement in the second half of the year. Q1 saw a slowdown in payment and delivery, but leading companies have met their initial targets [4][9]. - High-end brands like Moutai and Wuliangye are expected to see revenue and profit growth of approximately 9% and 10%, and 4% and 3% respectively in Q1 [10][12]. - The mid-range segment is experiencing varied performance, with brands like Fenjiu and Gujing showing growth, while others like Yanghe are facing challenges [10][12]. Mass Market - The beer sector is showing signs of recovery, with leading brands like Qingdao and Yanjing achieving revenue growth of 4% and 6% respectively in Q1 [26][29]. - The snack segment, particularly konjac products, is performing well, with brands like Salted and Wei Long seeing significant growth [19][25]. - The dairy sector is expected to improve as inventory levels stabilize, with companies like Yili and Mengniu showing resilience [25]. Investment Recommendations - The report suggests bottom-fishing in the white wine sector, with a focus on brands like Moutai, Wuliangye, and Fenjiu, while also recommending attention to the mass market for potential turning points in beer and dairy [5][19].

智通财经4月15日电，劲仔食品、麦趣尔涨停，一致魔芋涨超10%,，朱老六、惠发食品、盖世食品、三 只松鼠、巴比食品、盐津铺子等跟涨。消息面上，近日，中办、国办印发的《提振消费专项行动方案》 与今年更加积极的财政政策同向发力，要求"发挥财政政策引导带动作用"，将促消费同惠民生、补短板 结合起来。 食品股异动拉升 劲仔食品涨停 ...

Core Points - The company will hold its 2024 annual shareholders' meeting on April 18, 2025, at 14:45, utilizing both on-site and online voting methods [1] - To enhance service for small and medium investors, the company will employ Shanghai Stock Exchange Information Co., Ltd. to provide a shareholder meeting reminder service, sending notifications via smart SMS [2] - Investors can vote directly through the provided manual after receiving the SMS, and alternative voting methods are available in case of network congestion [2] Summary by Sections - **Shareholders' Meeting Announcement** - The company has announced the date and time for the 2024 annual shareholders' meeting, which will be held on April 18, 2025 [1] - The meeting will incorporate both physical attendance and online voting options to facilitate participation [1] - **Investor Engagement and Voting Process** - The company aims to improve engagement with small and medium investors by using a reminder service to ensure timely participation [2] - Notifications will include meeting invitations and agenda details, allowing investors to vote easily through a manual provided [2] - In case of technical issues, traditional voting platforms will still be available for use [2]

中饮巴比食品股份有限公司 2024 年年度股东会会议资料 中饮巴比食品股份有限公司 2024 年年度股东会会议资料 二〇二五年四月 | 会议须知 | | | | 1 | | --- | --- | --- | --- | --- | | 会议议程 | | | | 3 | | 一、会议届次 | | | | 3 | | 二、会议召开 | | | | 3 | | 三、会议安排 | | | | 3 | | 会议议案 | | | | 4 | | 议案一：关于 年度董事会工作报告的议案 | 2024 | | | 4 | | 议案二：关于 年度监事会工作报告的议案 | 2024 | | | 10 | | 议案三：关于 | 2024 | | 年度财务决算报告的议案 | 16 | | 议案四：关于 年度利润分配预案的议案 | 2024 | | | 24 | | 议案五：关于 年年度报告及摘要的议案 | 2024 | | | 25 | | 议案六：关于 年度独立董事述职报告的议案 | 2024 | | | 26 | | 议案七：关于使用部分暂时闲置自有资金进行现金管理的议案 | | | | 27 | | 议案八：关于公司董事 年 ...

若广大投资者对本次服务有任何意见或建议，可通过邮件、投资者热线等方 式向公司反馈，感谢广大投资者对公司的关注与支持！ 特此公告。 关于股东会开设网络投票提示服务的公告 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。 中饮巴比食品股份有限公司（以下简称"公司"）已于 2025 年 3 月 28 日披 露《关于召开 2024 年年度股东会的通知》（公告编号：2025-014），公司将于 2025 年 4 月 18 日 14:45 召开 2024 年年度股东会，本次会议采用现场投票和网络投票 相结合的表决方式。 为更好的服务广大中小投资者，确保有投票意愿的中小投资者能够及时参会、 及时投票，公司拟使用上证所信息网络有限公司（以下简称"上证信息"）提供 的股东会提醒服务，委托上证信息通过智能短信等形式，根据股权登记日的股东 名册主动提醒股东参会投票，向每一位投资者主动推送股东会参会邀请、议案情 况等信息。投资者在收到智能短信后，可根据使用手册（下载链接：https://v ote.sseinfo.com/i/yjt_help.pdf） ...

Investment Rating - The investment rating for the company is "Buy" with a target price indicating a potential return of over 20% within the next six months [6][18]. Core Views - The company is expected to enter an accelerated growth phase in 2025, driven by internal expansion, the integration of the Qinglu brand, and double-digit growth in the group meal business. Revenue growth is projected at 12% for 2025, 10% for 2026, and 8% for 2027, with total revenues reaching 1.87 billion, 2.06 billion, and 2.22 billion yuan respectively [4][5]. Financial Performance - For 2024, the company reported revenues of 1.67 billion yuan, a year-on-year increase of 2.53%, and a net profit of 276.59 million yuan, up 29.42% year-on-year. The fourth quarter of 2024 saw revenues of 461 million yuan, with a net profit of 82 million yuan, reflecting a year-on-year increase of 39.23% [1][5]. - The company plans to maintain a dividend payout ratio of 69% for 2024, an increase of 22 percentage points [1]. Business Development - The company plans to open 1,000 new stores in 2025, continue expanding its group meal business, and enhance support for the Qinglu brand to leverage synergies. Additionally, a central kitchen in Wuhan is expected to improve gross margins [3][4]. - In 2024, the company opened a total of 1,026 franchise stores, with 881 stores opened through internal growth and the remainder through acquisitions, including the Qinglu brand [11]. Financial Projections - The projected financials for 2025 include revenues of 1.87 billion yuan, a net profit of 278.18 million yuan, and an earnings per share (EPS) of 1.12 yuan. The company’s price-to-earnings (P/E) ratio is expected to be 16.86 in 2025 [5][12].

Core Viewpoint - The company reported a slight revenue growth in 2024, with total revenue reaching 1.671 billion yuan, a year-on-year increase of 2.53%, and a significant net profit growth of 27.7 million yuan, up 29.42% year-on-year [1] Revenue and Profit Analysis - In 2024, the company achieved total revenue of 1.671 billion yuan, with a net profit of 277 million yuan and a non-recurring net profit of 210 million yuan, reflecting year-on-year growth of 29.42% and 18.05% respectively [1] - For Q4 2024, the company reported a total revenue of 461 million yuan, a year-on-year increase of 3.84%, and a net profit of 82 million yuan, up 39.23% year-on-year [1] Dividend and Shareholder Returns - The company plans to distribute a cash dividend of 8 yuan per 10 shares (including tax), totaling 190 million yuan, which corresponds to a dividend payout ratio of approximately 69% for 2024 [1] Sales Channel Performance - The company’s revenue from franchise sales, direct stores, and group meal sales for 2024 was 1.246 billion yuan, 21 million yuan, and 380 million yuan, showing year-on-year changes of -0.42%, -22.83%, and +15.31% respectively [2] - The average revenue per franchise store was 242,300 yuan, reflecting a slight year-on-year decline of 2.4% [2] Cost Management and Profitability - The company’s gross margin for 2024 was 26.71%, a slight increase of 0.36 percentage points, while the sales expense ratio decreased to 4.29%, down 1.35 percentage points year-on-year [3] - The net profit margin for 2024 was 16.75%, an increase of 3.54 percentage points year-on-year, with a non-recurring net profit margin of 12.57%, up 1.65 percentage points [3] Future Outlook - The company plans to open approximately 1,000 new stores in 2025, with expectations for improved single-store performance and continued growth in the group meal business [4]

Investment Rating - The investment rating for the company is "Accumulate-B" [1][10]. Core Views - The company reported a revenue of 1.671 billion yuan for 2024, representing a year-on-year growth of 2.53%. The net profit attributable to the parent company was 277 million yuan, up 29.42% year-on-year, with a basic earnings per share (EPS) of 1.12 yuan, reflecting a growth of 30.23% [6][10]. - The company has successfully expanded its franchise store business and deepened its relationships with major clients, achieving positive growth in revenue and net profit despite intensified industry competition [6][10]. - The company plans to achieve revenues of 1.823 billion yuan, 2.015 billion yuan, and 2.236 billion yuan for 2025, 2026, and 2027, respectively, with corresponding net profits of 268 million yuan, 293 million yuan, and 315 million yuan [10][12]. Financial Performance - In 2024, the company's gross profit margin improved to 26.71%, an increase of 0.36 percentage points year-on-year, while the net profit margin rose to 16.75%, up 3.54 percentage points year-on-year [7]. - The company completed 75 lean improvement projects in 2024, which contributed to enhanced production efficiency and reduced costs [7]. - The company’s total assets are projected to grow from 28.81 billion yuan in 2023 to 37.84 billion yuan by 2027, indicating a steady increase in financial strength [15][16]. Sales and Market Expansion - The company opened 1,026 new franchise stores in 2024, expanding its market presence in regions such as East China and North China [6]. - The sales revenue from franchise stores, direct stores, and group meal services for 2024 was 1.246 billion yuan, 21 million yuan, and 380 million yuan, respectively, with varying year-on-year changes [6][10]. - The company has developed over 300 new major clients in 2024, enhancing its customer service capabilities and product offerings [6].

Group 1: Babi Food - Babi Food plans to open 1,000 new stores in 2025, focusing on store quality to reduce closure rates [1] - The company expects its group meal revenue to reach 380 million in 2024, with major clients including Hema and Meituan [1] - The acquisition of the Qinglu brand adds approximately 500 stores, generating monthly sales exceeding 10 million [1] - The company aims for double-digit growth in group meal business in 2025, leveraging high-potential retail channels [1] - The dividend payout ratio is sustainable, with capital expenditures expected to be completed in the next 3-5 years [1] Group 2: Ruifeng New Materials - Ruifeng New Materials reported an increase in accounts receivable due to new and existing customer sales growth, alongside international instability causing payment delays [2] - The company anticipates a reduction in cash dividends in 2024 due to significant share buybacks, but maintains a high overall dividend ratio [2] - The improvement in gross margin is attributed to raw material cost control and product structure optimization [2] - In 2025, the company plans to enhance its overseas presence and transition its customer base towards core clients [2]