保荐人（主承销商） （注册地址：深圳市罗湖区红岭中路1012号国信证券大厦16-26层） 深圳证券交易所： 深圳市农产品集团股份有限公司（以下简称"深农集团""发行人""公司"） 收到贵所于 2024 年 9 月 13 日出具的《关于深圳市农产品集团股份有限公司申请 向特定对象发行股票的审核问询函》（审核函〔2024〕120041 号）（以下简称 "审核问询函"），根据贵所要求，公司已会同国信证券股份有限公司（以下简 称"国信证券""保荐人"）、广东信达律师事务所（以下简称"发行人律师"）、 立信会计师事务所（特殊普通合伙）（以下简称"会计师"）等中介机构对审核 问询函所提问题逐项核查，并完成了《关于深圳市农产品集团股份有限公司申请 向特定对象发行股票的审核问询函的回复报告》（以下简称"本回复报告"）， 具体回复如下，请予审核。 关于深圳市农产品集团股份有限公司 申请向特定对象发行股票 的审核问询函的回复报告 1、如无特别说明，本回复中表述的报告期是指 2022 年度、2023 年度、2024 年度和 2025 年 1-3 月，报告期各期末是指 2022 年末、2023 年末、2024 年末和 2025 年 ...

Core Insights - The future of the tea industry lies not only in the cup but also in the broader ecosystem, emphasizing a market-oriented approach that integrates tea industry, culture, and technology [1][2] Group 1: Industry Overview - The tea industry is a significant global sector, with over 60 countries producing tea and more than 2 billion people consuming it. China accounts for over half of the world's tea production, with a historical growth trend expected to continue into 2024 [1][2] - The establishment of May 21 as "International Tea Day" by the 74th UN General Assembly marks a significant recognition of tea-producing countries, particularly China [1] Group 2: Challenges and Opportunities - Despite its advantages, the Chinese tea industry faces challenges such as low brand development, inadequate product standardization, and a weak social service system. Many tea farmers experience low production efficiency and rising labor costs [2] - Recent changes in consumer behavior show a shift towards younger demographics favoring new tea drinks, while traditional distribution channels are evolving with the rise of e-commerce and live-streaming sales [2] Group 3: Innovation and Development - To enhance the tea industry, there is a need for quality assurance through improved varieties and product innovation. Young consumers prefer fruit teas and cold brews, prompting a focus on suitable tea varieties [3] - The integration of tea culture with modern experiences, such as "tea culture + research" and "tea culture + health," is gaining traction, creating new business opportunities [3] Group 4: Technological Advancements - The tea industry is increasingly adopting advanced technologies, including digital platforms for monitoring and managing tea production. Examples include smart pest monitoring stations and IoT-enabled tea gardens [4] - Zhejiang Anji has developed a national digital platform for the tea industry, focusing on the development of derivative and functional tea products, showcasing the potential for innovation in this sector [4]

Group 1: Market Trends - The market is experiencing a surge in sales of traditional items like zongzi and related products as the Dragon Boat Festival approaches, with significant increases in the availability and sales of ingredients such as bamboo leaves and glutinous rice [1] - The sales volume of bamboo leaves has doubled compared to previous periods, with strong demand noted from regions like Hubei, Hunan, Jiangsu, and Anhui [1] - The average daily sales of glutinous rice have increased from approximately 8-9 tons to nearly 20 tons in the lead-up to the festival [1] Group 2: Pricing and Supply - On May 25, the vegetable supply at the market was 20,000 tons, with an average price of 2.5 yuan per kilogram, indicating stable pricing overall [2] - The market saw an increase in the supply of pork, with 1,800 pigs listed on May 26 at an average price of 17.5 yuan per kilogram, reflecting a well-supplied market [2] - The current supply of live pigs is sufficient, and slaughterhouses are prepared to maintain market supply, leading to minor fluctuations in pork prices [2]

Group 1 - The core viewpoint indicates a slight decline in agricultural product wholesale prices, with the "Agricultural Product Wholesale Price 200 Index" at 113.98, down by 0.13 points from the previous week [1] - The "Vegetable Basket" product wholesale price index is reported at 114.16, reflecting a decrease of 0.15 points compared to last week [1] - The average wholesale price of pork is 20.60 yuan per kilogram, showing a decrease of 1.7% from last Friday, while beef prices are at 63.62 yuan per kilogram, down by 0.2% [1]

精深加工水平大幅提高。黑龙江省始终坚持以发展精深加工为主攻方向，大力推进补链延链壮链，胱氨 酸、产朊假丝酵母蛋白、维生素B5、泰妙菌素等10余种精深加工产品填补省内空白，蛋白肽、素肉、 羽绒服等20余种中高端精深加工产品产能快速壮大。产业链向精深方向持续延伸，产业结构、发展动能 和整体质量进一步提升。 科技创新能力不断增强。黑龙江省成立农产品加工协同创新推广体系，组建黑龙江省农业科技成果转化 联盟，搭建"政、产、学、研、用"一体化模式的科技成果转化创新合作平台，打通科技成果转化"最后 一公里"，支持省级以上龙头企业设立研发机构77个，科研机构和企业两年来累计转化成果、革新技术 近400项。 市场竞争力日益提高。黑龙江省绿色食品企业稳定在1000家以上，"黑土优品"位列"2024中国区域农业 形象品牌影响力指数百强榜"第13名。全省农产品和加工产品网络零售额达到944.2亿元，增幅高于全国 7.4个百分点。(记者梁金池) 据了解，黑龙江省通过省市县三级联动的组织体系、科学合理的发展目标责任体系、全面系统的政策支 持体系以及工作推进落实体系等四个体系协同发力，把推进农产品精深加工业高质量发展作为重要任 务。其中， ...

Group 1: TianNeng Heavy Industry - TianNeng Heavy Industry has recently won bids for projects including the Guangxi Nuclear Power Yangjiang Fanshi project and parts of the Jiangsu Rudong intertidal zone project [1] - The company focuses on exporting wind power equipment such as towers and jackets, primarily in the Asia-Pacific market, and is steadily expanding its overseas operations [1] - The overall trend of processing fees is on the rise, driven by enhanced R&D capabilities and the optimization of product structure, with high-value new products commanding significantly higher processing fees than traditional categories [1] - The company expects steady improvement in processing fees due to ongoing cost optimization measures and the delivery of overseas orders signed in previous years, with new orders anticipated for delivery in Q3 and Q4 of this year [1] Group 2: Agricultural Products - The company aims to build a mutually beneficial agricultural product ecosystem through improved circulation efficiency, market linkage, base business development, import-export expansion, urban food distribution, digitalization, and reasonable dividends [2] - It has established a nationwide agricultural wholesale market layout, enhancing transaction efficiency through optimized market positioning and the introduction of new trading varieties [2] - The company collaborates with approximately 400,000 acres of standardized planting bases, focusing on key regional development and enhancing its import-export service capabilities [2] - A cash dividend of 0.70 yuan per 10 shares is proposed, totaling 118,787,489.17 yuan [2]

Core Insights - A well-known private equity firm, Chengsheng Investment, recently conducted research on a listed company in the agricultural products sector, focusing on enhancing the efficiency of agricultural product circulation and building a win-win ecosystem across the entire industry chain [1] Group 1: Company Strategies - The company aims to improve agricultural product circulation efficiency through various measures, including strengthening market linkage, developing import and export businesses, and advancing digital construction [1] - It has established a nationwide layout of agricultural wholesale markets, optimizing market distribution and expanding transaction varieties to enhance trading efficiency [1] - The company collaborates with approximately 400,000 acres of standardized and digitalized planting bases to meet merchant demands and promote regional development [1] Group 2: Market Expansion and Digitalization - The company actively explores domestic and international markets, introducing multiple product categories and enhancing its import and export service capabilities [1] - It integrates upstream supply chain resources to accelerate market expansion and has established subsidiaries in various cities for food ingredient distribution [1] - The company leverages technology to improve digital operational capabilities, promoting a unified payment transaction system and testing standard transport vehicles [1] Group 3: Brand Development and Shareholder Returns - The company is expanding its "Deep Agricultural Selection" product matrix, focusing on discovering and nurturing high-quality specialty products to enhance brand image [1] - It plans to distribute a cash dividend of 0.70 yuan for every 10 shares to all shareholders, with a total cash dividend amounting to 118,787,489.17 yuan [1]

Group 1 - The core issue is the EU's decision to reinstate tariffs on Ukrainian agricultural imports, which severely impacts Ukraine's economic recovery plans and highlights the complexities of international politics amid the ongoing war [1][3]. - Prior to this decision, EU Commission President von der Leyen had shown strong support for Ukraine's EU membership, creating significant hope for the country [1]. - The reinstatement of tariffs comes after significant pressure from EU member states like Poland and France, whose farmers protested against the influx of Ukrainian agricultural products, leading to a political compromise within the EU [3]. Group 2 - Ukraine's agricultural exports are projected to drop from a pre-war average of 45 million tons to an estimated 21 million tons in 2024, indicating a severe decline in its agricultural economy [1]. - The loss of the tariff-free status is expected to cost Ukraine approximately €3.5 billion annually in fiscal revenue, which is critical for maintaining its military and reconstruction efforts [3]. - The ongoing conflict has left Ukraine in a precarious economic situation, with agriculture accounting for 40% of its total exports, making it heavily reliant on this sector for financial stability [3]. Group 3 - The current stalemate in the Russia-Ukraine conflict, with Russia controlling 18% of Ukrainian territory, has led to a shift in the EU's strategy regarding aid to Ukraine, reflecting a balance between self-interest and support for Ukraine [5]. - The situation reveals the harsh realities of international politics, where alliances are often dictated by shifting interests rather than enduring commitments [5]. - Ukraine's increasing isolation in the geopolitical landscape necessitates a shift towards developing an independent economic strategy to address its challenges, rather than relying solely on international aid [5].

Core Insights - The agricultural product traceability system is transforming the market from price competition to a focus on quality and trust, driven by consumer demand for safety and premium products [1] - The system serves as a digital bridge connecting production and consumption, reshaping the agricultural value chain and providing core support for differentiated competitiveness among agricultural enterprises [1] Group 1: Technological Empowerment - The traceability system enhances transparency and trust by utilizing full-chain data collection and blockchain technology, converting hidden production processes into visible narratives [4] - An organic vegetable brand's traceability system integrates over 30 production data points, allowing consumers to view real-time images of farming operations, which alleviates concerns about pesticide residues [4] - A dairy company using smart contracts for traceability saw a 47% increase in repurchase rates for high-end products and a price premium of 1.8 times the industry average, demonstrating the leverage effect of technological trust on brand value [4] Group 2: Market Breakthrough - In the high-end market, the traceability system acts as a certification label, enabling agricultural enterprises to break through pricing ceilings by transforming ecological data into compelling product stories [5] - A geographical indication fruit brand achieved a 65% higher price than similar products and maintained a 92% sales rate by employing a digital marketing strategy that highlights environmental factors [5] - In the B2B market, the traceability system serves as a "pass" for agricultural enterprises to enter supply chains, with suppliers seeing an average order volume increase of three times and a price premium increase of 20%-30% after integrating the system [5] Group 3: Industry Upgrade - The traceability system drives a paradigm shift in agricultural production, enabling data-driven management that reduces irrigation by 18% and increases fertilizer efficiency by 25% [8] - A smart farm utilizing three years of environmental data improved its output value per unit area by 40% while reducing carbon emissions by 22%, showcasing the benefits of algorithm-driven production [8] - The system also integrates data from multiple cooperatives, increasing the compliance rate of regional agricultural products from 78% to 96% and boosting farmers' income by 35% through brand premium [8] Conclusion - The agricultural product traceability system has evolved from a mere technical application to a strategic infrastructure for building differentiated competitiveness among agricultural enterprises [11] - Its value lies not only in enhancing consumer trust but also in driving production method transformations, business model innovations, and industry ecosystem restructuring [11] - Companies mastering the core capabilities of the traceability system will lead the strategic transition from price competition to value competition, gaining the initiative in defining industry standards in a global market [11]

Group 1 - The event "Ningxia Boutique China Tour (Beijing Station)" showcased over 670 agricultural products from Ningxia, including organic red wine, goji berry juice, and salt lake sheep, attracting significant public interest [1][3] - Ningxia's "Six Special" industries, which include wine, goji berries, milk, beef cattle, salt lake sheep, and cool-season vegetables, account for over 88% of the region's agricultural output value, with wine and goji berry products leading in national production [3] - A strategic cooperation agreement was signed between Ningxia's agricultural department and four organizations, along with eight central enterprises signing consumption assistance agreements worth 155 million yuan, aimed at boosting income for over 100,000 farmers [3] Group 2 - A conference on "Brand Matrix and Channel Empowerment Strategy" was held, introducing a digital platform to connect Ningxia's agricultural production with union procurement needs, reducing procurement costs by over 20% [7] - Six leading enterprises from Ningxia signed agreements with the national trade union, covering products like wine, goji berries, and meat, with a total contract value of 486 million yuan [7] - The initiative aims to enhance the sales channels for Ningxia's agricultural products in Beijing, with expected annual order amounts exceeding 600 million yuan [7]