法律意见书 北京金诚同达律师事务所 关于 承德露露股份公司 2024 年度股东大会的 北京市朝阳区建国门外大街 1 号国贸大厦 A 座 10 层 电话：010-5706 8585 传真：010-6518 5057 金诚同达律师事务所 法律意见书 北京金诚同达律师事务所 关于承德露露股份公司 2024 年度股东大会的 法律意见书 金证法意[2025]字 0522 第 0466 号 致：承德露露股份公司 北京金诚同达律师事务所（以下简称"本所"）接受承德露露股份公司（以 下简称"承德露露"或"公司"）的聘请，指派本所律师出席公司 2024 年度股东 大会（以下简称"本次股东大会"）并对会议的相关事项出具法律意见书。 本所律师根据《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》《上市公司股东会规则》（以下简称"《股东会规则》"）《律师事 务所从事证券法律业务管理办法》《律师事务所证券法律业务执业规则（试行）》 等有关法律、法规和规范性文件的要求以及《承德露露股份公司章程》（以下简 称"《公司章程》"）的规定，对本次股东大会的召集、召开程序，出席会议人员 的资格、召集人资格，会议的表决程 ...

股票简称：承德露露 股票代码：000848 公告编号：2025- 028 承德露露股份公司 2024年度股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完 整，没有虚假记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东大会未出现否决议案的情形； 2、本次股东大会未变更前次股东大会决议。 一、会议召开和出席情况 （一）会议的召开情况 1、召开时间： （1）现场会议时间：2025 年 5 月 22 日 14:30 （2）网络投票时间： 通过深圳证券交易所交易系统进行网络投票的时间为：2025 年 5 月 22 日上午 9:15-9:25、9:30—11:30 及下午 13:00-15:00； 通过深圳证券交易所互联网投票系统（wltp.cninfo.com.cn）投票 的时间为：2025 年 5 月 22 日上午 09:15 至当日下午 15:00 期间的任意 时间。 1 2、现场会议召开地点：承德露露股份公司会议室。 3、召开方式：现场投票与网络投票相结合 4、召集人：公司董事会 5、主持人：董事长沈志军先生 通过现场和网络投票的中小股东 306 人，代表股份 118,598,636 ...

A股早盘食品饮料板块逆势活跃，预制菜方向领涨，巴比食品涨停，天味食品、立高食品、承德露露、 广州酒家等涨幅靠前。 ...

Core Viewpoint - The company is facing significant challenges as it prepares for the unlocking of 3.46 million restricted shares, which represents 0.33% of its total share capital, amidst declining revenue and profit in the first quarter of 2024 [1][2]. Group 1: Financial Performance - In Q1 2024, the company's revenue decreased by 18.4% year-on-year to 1 billion yuan, while net profit fell by 12.5% to 215 million yuan [1][2]. - The company's revenue has been stagnant between 2 billion and 3 billion yuan from 2019 to 2023, with the anticipated growth in 2024 largely dependent on price increases rather than market expansion [2]. Group 2: Market and Product Challenges - The core product, almond milk, accounts for 96.84% of total revenue, but consumer feedback indicates issues with taste and a lack of innovation, leading to competition from new categories like coconut water [2]. - The company is experiencing pressure from rising raw material costs, particularly due to a 30% increase in procurement prices for wild almonds in 2023, which has contributed to a decline in gross margin from 52.62% in 2019 to 40.94% [2]. Group 3: Innovation and R&D Investment - The company relies on traditional retail channels for over 90% of its revenue, with the northern market contributing more than 90%, while the southern market remains underdeveloped due to trademark disputes and channel barriers [3]. - There is a significant disparity in R&D investment, with the company allocating less than 0.5% of its revenue to R&D, compared to over 5% for competitors like Oatly, which has resulted in a lack of product innovation [3]. Group 4: Industry Trends and Future Outlook - The traditional brand's competitive edge is eroding as new brands tighten their grip on the market, indicating a need for breakthroughs in product innovation, channel transformation, and organizational efficiency [4]. - The shift in consumer preferences towards functional and differentiated health drinks poses a challenge for the company, which has not adapted to the evolving market dynamics [3][4].

Core Points - The first unlock period of the 2024 Restricted Stock Incentive Plan has been achieved, allowing 4 eligible participants to unlock a total of 3.456 million shares, which accounts for 0.33% of the company's total share capital [1][9][10] Summary by Sections Incentive Plan Approval Process - The board of directors and the supervisory board approved the draft of the 2024 Restricted Stock Incentive Plan on March 14, 2024 [1] - The company conducted an internal announcement regarding the incentive plan from March 16 to March 25, 2024, with no objections received [2] - The shareholders' meeting on April 2, 2024, approved the incentive plan and related management measures [2] - The board meeting on April 15, 2024, confirmed that the conditions for granting the restricted stock had been met, with the grant date set for April 17, 2024 [2] Unlock Conditions Achievement - The first unlock period for the restricted stock is defined as the first trading day after 12 months from the grant date until the last trading day within 24 months from the grant date, allowing for 30% of the total granted shares to be unlocked [3] - The first unlock period ended on April 16, 2025, and the conditions for unlocking were confirmed to be met [3][4] Financial and Compliance Conditions - The company did not experience any negative audit opinions or violations of profit distribution regulations in the last fiscal year, thus meeting the unlock conditions [4][5] - The company has not been recognized as an inappropriate candidate by regulatory bodies in the last 12 months, fulfilling the necessary compliance requirements [5] Performance Metrics for Unlocking - The performance metrics for unlocking shares are based on the company's annual revenue and net profit, with specific target values set for each year [6][7] - The company achieved a revenue of 3.287 billion yuan and a net profit of 674 million yuan for the year 2024, meeting the required performance thresholds [6][7] Individual Performance Assessment - Individual performance assessments for the eligible participants are categorized into four levels (A, B, C, D), with corresponding unlocking ratios based on performance scores [8] - The total number of shares that can be unlocked for each participant is calculated based on company-level and individual-level performance metrics [8] Share Structure Changes - Following the unlocking of shares, the company's total share capital remains at 1,052,554,074 shares, with the newly unlocked shares being 3.456 million [9][10] - The share structure before and after the unlocking indicates no significant changes in the overall capital distribution [10] Legal and Compliance Documentation - The company has prepared legal opinions and independent financial advisory reports to support the compliance of the unlocking process [10]

证券代码：000848 证券简称：承德露露 公告编号：2025-027 承德露露股份公司 关于2024年限制性股票激励计划第一个解除限售期 解除限售股份上市流通的提示性公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 特别提示： 1、承德露露股份公司（以下简称"公司"） 2024年限制性股票激 励计划（以下简称"本激励计划""《激励计划》"）第一个解除限售 期解除限售条件已经成就，本次符合解除限售条件的激励对象共计4人， 可解除限售的限制性股票数量为345.60万股，占公司当前总股本的 0.33%。 2、本次解除限售股份可上市流通的日期为：2025年5月16日。 一、本激励计划已履行的相关审批程序 （一）2024年3月14日，公司第八届董事会2024年第二次临时会议及 第八届监事会2024年第三次临时会议通过了《关于〈公司2024年限制性 股票激励计划（草案）〉及其摘要的议案》。本激励计划激励对象共计 5人，拟授予激励对象的限制性股票数量共计1,300.00万股，约占公司 2024年限制性股票激励计划公布日公司股本总额105,255.4074万股的 1.2 ...

Group 1: Market Performance - The beverage business in China has shown strong performance in Q1 2025, with PepsiCo reporting net revenue of $17.92 billion and organic revenue growth of 1.2%, while Coca-Cola achieved revenue of $11.129 billion with a 6% organic revenue increase and a net profit of $3.335 billion, up 5% [2] - Domestic beverage companies such as Master Kong, Uni-President, and Nongfu Spring reported significant revenue growth, with Master Kong's beverage revenue at 51.621 billion yuan (up 1.3%), Uni-President at 19.241 billion yuan (up 8.2%), and Nongfu Spring at 42.896 billion yuan [4] Group 2: Product Trends - The beverage industry is experiencing a shift with a decline in packaged drinking water production, which has dropped below 50% market share, while tea beverages and other categories are gaining traction, with tea beverage revenue growth rates of 8.2%, 13.1%, and 32.3% for Master Kong, Uni-President, and Nongfu Spring respectively [4][5] - Juice products are also seeing growth, with Nongfu Spring's juice revenue reaching 4.085 billion yuan (up 15.6%) and Uni-President's juice revenue at 3.605 billion yuan (up 5.9%) [5] Group 3: Marketing Strategies - Beverage brands are increasingly focusing on engaging with younger consumers through innovative marketing strategies, including pop-up stores, music festivals, and interactive campaigns [6][10] - Coca-Cola's "Share a Coke" campaign has been revitalized to resonate with younger consumers, incorporating social elements into its packaging and marketing [9] - Brands like Xiangpiaopiao are also adopting new marketing approaches, such as opening physical stores and leveraging social media to enhance brand visibility and engagement with young audiences [8][11] Group 4: Consumer Insights - The beverage market is characterized by a high penetration rate among younger consumers, particularly those aged 21-25, indicating a need for brands to align their marketing strategies with the preferences of this demographic [7] - The 2024 China Youth Marketing Strategy Report highlights that brands that resonate with young consumers' values and lifestyles are more likely to succeed in the competitive landscape [7][10]

Core Insights - The traditional plant-based protein beverage sector in China has not benefited from the health upgrade trend, with major companies like Yangyuan Beverage and Chengde Lulu reporting significant revenue declines in Q1 2025 [1][2][5] - In contrast, the Danish oat milk brand Oatly has seen a substantial revenue increase of 37.6% in the Chinese market during the same period, highlighting a divergence in performance within the sector [1][5] Company Performance - Yangyuan Beverage reported Q1 2025 revenue of 1.86 billion yuan, a decrease of 19.7% year-on-year, with a net profit of 640 million yuan, down approximately 27% [1] - Chengde Lulu's Q1 2025 revenue was 1 billion yuan, reflecting an 18.4% year-on-year decline, with a net profit of 220 million yuan, down 12.5% [1] - Both companies experienced a revenue increase in Q4 2024, with Yangyuan Beverage growing by 16.1% and Chengde Lulu by 22.7%, but overall annual performance showed a decline [1] Market Dynamics - The decline in traditional plant-based protein beverages is attributed to product aging and lack of innovation, with consumers favoring alternatives like coconut water and herbal drinks [5] - The rise of new competitors in the plant-based beverage market, including nut and snack companies, has further diluted market demand for traditional offerings [5] - Oatly's growth is linked to strategic partnerships and entry into new retail channels, which contrasts with the domestic companies' reliance on traditional retail [5][6] Strategic Initiatives - Yangyuan Beverage is exploring new growth avenues through investments, including a significant 1.6 billion yuan stake in Changjiang Storage Technology, indicating a shift towards diversification [7] - Both Yangyuan and Chengde Lulu are attempting to innovate their product lines, with Chengde Lulu launching new products like "Almond+" and Yangyuan focusing on health-oriented offerings [6][7]

Investment Rating - The report maintains a "Buy" investment rating for Chengde Lululemon (000848.SZ) [1][10] Core Views - The company's Q1 performance was under pressure due to the timing of the Spring Festival, but cost benefits are gradually emerging. The total revenue and net profit for 2024 are projected to be 3.287 billion and 666 million yuan, respectively, with year-on-year growth of 11% and 4% [2][10] - The company is expected to continue its steady growth in almond milk products while launching new products that combine with coffee and tea, aiming to capture the health-conscious market [3][10] - The northern region is leading growth, with direct sales channels performing well, particularly through effective online strategies [4][10] Summary by Sections Q1 Performance - Q1 2025 revenue and net profit were 1.002 billion and 215 million yuan, showing a year-on-year decline of 18% and 13% respectively. The gross margin improved due to lower almond costs, while increased market investment raised expense ratios [2][3] Product Performance - Revenue from almond milk, walnut milk, and almond milk drinks for 2024 were 3.188 billion, 85 million, and 12 million yuan, with year-on-year growth of 11.38%, -2.29%, and 248.62% respectively. The main product, almond milk, continues to grow steadily [3][10] Regional and Channel Performance - Revenue from the northern, central, and other regions for 2024 were 2.990 billion, 191 million, and 106 million yuan, with year-on-year growth of 11.73%, 9.16%, and 2.51% respectively. Direct sales channels showed strong performance, particularly through e-commerce platforms [4][9] Financial Forecast - The company is projected to have EPS of 0.67, 0.76, and 0.82 yuan for 2025, 2026, and 2027, with corresponding PE ratios of 14, 13, and 12 times. The revenue growth rate for 2025 is estimated at 3.3% [10][12]

Investment Rating - The report maintains a "Buy" investment rating for the company [1][10]. Core Views - The company's Q1 performance was under pressure due to the timing of the Spring Festival, but overall revenue and net profit for 2024 showed growth of 11% and 4% year-on-year, respectively [2]. - The company is expected to benefit from cost reductions in almond prices and increased market investment, leading to improved gross margins [2]. - The introduction of new products, particularly the "Lulu Herbal" series, is anticipated to enhance growth prospects [3]. Financial Performance Summary - For 2024, total revenue and net profit are projected at 3.287 billion and 666 million yuan, respectively, with growth rates of 11.3% and 4.4% [12]. - Q1 2025 revenue and net profit were reported at 1.002 billion and 215 million yuan, reflecting declines of 18% and 13% year-on-year [2]. - The gross margin for Q1 2025 improved to 48%, up 4.4 percentage points year-on-year, while the net margin reached 22%, an increase of 1.4 percentage points [2]. Product Performance Summary - The almond milk product line showed steady growth, with revenue increasing by 11.38% year-on-year, while the new product lines, including those combined with coffee and tea, are expected to drive future sales [3]. - The company launched the "Lulu Herbal" product line in March 2025, featuring low-sugar and no-fat formulations aimed at health-conscious consumers [3]. Regional and Channel Performance Summary - Revenue from the northern region grew by 11.73% year-on-year, indicating strong market presence, while direct sales channels performed particularly well due to effective online marketing strategies [4][9]. - The company opened 141 transportation hub stores and 203 school stores, enhancing its market reach [9]. Earnings Forecast - The company is projected to achieve earnings per share (EPS) of 0.67, 0.76, and 0.82 yuan for the years 2025, 2026, and 2027, respectively, with corresponding price-to-earnings (P/E) ratios of 14, 13, and 12 [10][12].