广东粤海饲料集团股份有限公司 国浩律师（深圳）事务所 关于 二〇二五年七月 2025 年员工持股计划的 法律意见书 深圳市深南大道 6008 号特区报业大厦 24/31/41/42 层 邮编：518034 24/31/41/42F, Tequbaoye Building, 6008 Shennan Avenue, Shenzhen, Guangdong Province 518034, China 电话/Tel: +86 755 8351 5666 传真/Fax: +86 755 8351 5090 网址/Website: http://www.grandall.com.cn 国浩律师（深圳）事务所 法律意见书 国浩律师（深圳）事务所 关于广东粤海饲料集团股份有限公司 2025 年员工持股计划的 法律意见书 GLG/SZ/A3468/FY/2025-862 致：广东粤海饲料集团股份有限公司 国浩律师（深圳）事务所（以下简称"本所"）接受广东粤海饲料集团股份 有限公司（以下简称"粤海饲料"或"公司"）的委托，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》（以下简称"《证券 法 ...

Group 1 - The company expects a net profit of 3 million to 4.3 million yuan, indicating a turnaround from a loss of 47.98 million yuan in the previous year [1] - The net profit attributable to shareholders is projected to grow by 106.25% to 108.96% compared to the same period last year [1] - The basic earnings per share are estimated to be between 0 yuan and 0.01 yuan, compared to a loss of 0.07 yuan per share in the previous year [1] Group 2 - The significant increase in performance is driven by the implementation of the "three highs and three lows" technical strategy and the "four guarantees" product quality system, leading to improved product quality and competitiveness [1] - The company initiated several marketing campaigns in early 2025, which effectively stimulated the sales team's activity and enhanced customer loyalty, resulting in a notable increase in market share [1] - The company's feed sales volume increased by approximately 11.4% year-on-year in the first half of 2025, contributing positively to revenue growth [1] Group 3 - The company has strengthened accounts receivable management and credit control, leading to a significant decrease in expected credit impairment losses [1]

[Guangdong Yuehai Feed Group Co., Ltd. 2025 Semi-Annual Performance Forecast](index=1&type=section&id=Guangdong%20Yuehai%20Feed%20Group%20Co.%2C%20Ltd.%202025%20Semi-Annual%20Performance%20Forecast) [Current Period Performance Forecast](index=1&type=section&id=I.%20Current%20Period%20Performance%20Forecast) The company expects to turn losses into profits in the first half of 2025, with net profit attributable to shareholders estimated between 3 million and 4.3 million yuan, marking a significant reversal from a loss of 47.9774 million yuan in the same period last year Key Financial Performance Indicators | Item | Current Reporting Period (Jan 1 - Jun 30, 2025) | Prior Period | | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders of Listed Company (yuan)** | Profit: 3 million – 4.3 million | Loss: 47.9774 million | | **Net Profit After Deducting Non-Recurring Gains and Losses (yuan)** | Loss: 2.06 million – 0.76 million (YoY growth 96.23%-98.61%) | Loss: 54.6953 million | | **Basic Earnings Per Share (yuan/share)** | Profit: 0 – 0.01 | Loss: 0.07 | [Communication with Accounting Firm](index=1&type=section&id=II.%20Communication%20with%20Accounting%20Firm) This performance forecast represents the company's preliminary financial department estimates and has not been audited by an accounting firm - This performance forecast has not been audited by an accounting firm[4](index=4&type=chunk) [Explanation of Performance Changes](index=1&type=section&id=III.%20Explanation%20of%20Performance%20Changes) The turnaround to profitability is primarily attributed to two core factors: effective product and marketing strategies driving approximately 11.4% year-over-year growth in feed sales, and strengthened accounts receivable management leading to a significant reduction in expected credit impairment losses - The company adhered to its 'three high, three low' technical strategy and 'four-fold guarantee' quality system, enhancing product competitiveness; concurrently, marketing activities like 'Yuehai Wealth Creation Journey' effectively stimulated sales vitality, expanded new customer bases, and increased market share[5](index=5&type=chunk)[6](index=6&type=chunk) - In the first half of 2025, the company's feed sales increased by approximately **11.4%** year-over-year, significantly contributing to revenue growth[6](index=6&type=chunk) - The company continuously strengthened accounts receivable collection and credit management, leading to improved payment recovery and an expected significant decrease in credit impairment losses provisioned[6](index=6&type=chunk) - During the reporting period, net profit attributable to shareholders is expected to increase by **106.25%-108.96%** year-over-year[5](index=5&type=chunk) [Risk Warning](index=2&type=section&id=IV.%20Risk%20Warning) The company advises investors that this performance forecast is a preliminary estimate, and the final financial data will be based on the company's officially disclosed 2025 semi-annual report, urging investors to make cautious decisions - This performance forecast is a preliminary estimate by the company's financial department, with specific financial data subject to the company's officially disclosed 2025 semi-annual report[7](index=7&type=chunk)

Meeting Overview - The meeting of the Supervisory Board of Guangdong Yuehai Feed Group Co., Ltd. was held on July 7, 2025, with all five supervisors present, including one participating via remote voting [1][2] - The meeting was chaired by the Supervisory Board Chairwoman, Liang Aijun, and complied with legal regulations and the company's articles of association [1] Resolutions Passed - The proposal regarding the "Shareholder Return Plan for the Next Three Years (2025-2027)" was approved with unanimous support [2] - The proposal for the "2025 Employee Stock Ownership Plan (Draft)" was discussed but will be submitted directly to the shareholders' meeting for approval due to a lack of quorum for voting [3] - The "2025 Employee Stock Ownership Plan Management Measures" was also discussed and will be submitted to the shareholders' meeting for approval due to the same voting issue [4] - The proposal to cancel certain stock options was approved unanimously, aligning with relevant laws and regulations [4] - The proposal to provide guarantees for accounts payable arising from the procurement of raw materials by subsidiaries was also approved unanimously [5]

Meeting Overview - The company will hold its first extraordinary general meeting of shareholders in 2025 on July 25, 2025 [1] - The meeting is convened by the board of directors and complies with relevant laws and regulations [1][2] - The meeting will take place at the company's conference room located at 22 Airport Road, Xiashan District, Zhanjiang, Guangdong Province [2] Voting Details - The meeting will utilize a combination of on-site voting and internet voting [2] - The record date for shareholders eligible to attend the meeting is July 18, 2025 [2] - Shareholders can vote through the Shenzhen Stock Exchange internet voting system from 9:15 AM to 3:00 PM on July 25, 2025 [4][6] Agenda Items - The main proposal for the meeting is to authorize the board of directors to handle matters related to the company's 2025 employee stock ownership plan [2][5] - This proposal requires a special resolution, needing approval from more than two-thirds of the voting rights held by attending shareholders [2] - Other proposals are ordinary resolutions, requiring a simple majority for approval [2] Registration Information - Registration for the meeting will occur on July 18, 2025, from 9:00 AM to 12:00 PM and 2:00 PM to 5:30 PM [3] - Registration can be done on-site or via mail, fax, or email, with specific documentation required [4] Contact Information - The company has provided contact details for inquiries related to the meeting, including phone and email [4]

Core Viewpoint - Guangdong Yuehai Feed Group Co., Ltd. is modifying its business scope and corresponding articles of association to align with its strategic planning and operational needs [1][2][3] Business Scope Changes - The company is changing its business scope from "feed production; veterinary drug operation; aquaculture" to include additional activities such as "sales of feed additives; fertilizer sales; import and export of goods; sales of fishery machinery; leasing of land use rights; wholesale of aquatic products; and agricultural professional and auxiliary activities" [1][2] - The changes will allow the company to operate more autonomously under its business license, provided that the activities do not require prior approval from relevant authorities [1][2] Articles of Association Revision - The company plans to revise the relevant clauses in its articles of association to reflect the changes in its business scope, ensuring that the new activities are included [2][3] - Other clauses in the articles of association will remain unchanged, and the revisions will require approval from the shareholders' meeting [3]

Core Viewpoint - Guangdong Yuehai Feed Group Co., Ltd. plans to provide guarantees totaling up to 183 million RMB for its subsidiaries' accounts payable related to raw material purchases, aiming to enhance operational efficiency and supplier relationships [1][2]. Group 1: Guarantee Details - The total guarantee amount is set at a maximum of 183 million RMB, effective from the date of approval by the shareholders' meeting [2]. - The guarantee will cover accounts payable arising from raw material purchases by subsidiaries, with actual amounts based on each subsidiary's procurement needs [2]. - The subsidiaries involved are not classified as dishonest executors, indicating a controlled risk environment [1][2]. Group 2: Financial Overview - As of June 30, 2025, the total guarantee balance for the company and its subsidiaries is 1,024.69 million RMB, representing 39.77% of the company's latest audited net assets attributable to shareholders [3]. - The guarantee balance for the consolidated subsidiaries is 932.30 million RMB, accounting for 36.18% of the company's latest audited net assets [3]. - There are no overdue guarantees or litigation-related guarantees as of the announcement date [3]. Group 3: Subsidiary Financial Performance - Several subsidiaries show varying financial health, with some reporting negative net assets and losses in recent periods. For instance, Yichang Sunshine Feed Co., Ltd. reported a net asset of -16.02 million RMB as of March 31, 2025 [6][8]. - The financial performance of subsidiaries indicates challenges, with many reporting losses in both revenue and net profit for the first quarter of 2025 compared to the previous year [6][8][9].

Core Viewpoint - Guangdong Yuehai Feed Group Co., Ltd. is committed to enhancing its core competitiveness and promoting high-quality development in the marine economy through its "Quality Return Dual Improvement" action plan, focusing on innovation and quality [1][2][9] Group 1: Company Overview - Yuehai Feed is a leading national innovative pilot enterprise and high-tech enterprise primarily engaged in the research, production, and sales of aquatic feed, with a strong focus on special aquatic feed since its establishment in 1994 [1] - The company has established over 30 subsidiaries across major aquaculture regions in China and internationally, with special aquatic feed accounting for approximately 70% of its total feed sales [1][2] Group 2: Technological Strategy - The company has implemented a "Three Highs and Three Lows" technical strategy aimed at improving feed quality and efficiency, which includes high quality, high health, high growth, and low protein, low waste, low feed ratio [3][4] - This strategy addresses long-standing issues in the aquaculture industry, such as excessive protein levels, which can increase feed costs and harm fish health, thereby enhancing the core competitiveness of the company's products [3] Group 3: Quality Management - The "Four Heavy Guarantees" quality management system focuses on full-chain quality control, including raw material selection, precise formula development, production control, and a dynamic market feedback mechanism [4][5] - This system ensures the stability and nutritional retention of feed products, contributing to the overall quality and effectiveness of the company's offerings [4] Group 4: Market Development and Social Responsibility - The company actively promotes high-efficiency aquaculture technologies and AI smart farming models through initiatives like the "Yuehai Village" project, aiming to establish over 100 "Yuehai Villages" by 2025 to support 10,000 farmers [6] - Yuehai Feed has played a significant role in modernizing marine ranching and has been recognized as a key agricultural leading enterprise in Guangdong Province [6] Group 5: Corporate Governance and Investor Relations - The company adheres to strict corporate governance standards, ensuring effective decision-making and oversight through its governance structure, which includes a shareholders' meeting, board of directors, supervisory board, and management [7][8] - Yuehai Feed emphasizes transparent information disclosure and investor relations management, maintaining a stable cash dividend policy and engaging in share buybacks to enhance investor confidence [8][9]

Core Viewpoint - Guangdong Yuehai Feed Group Co., Ltd. plans to inject fixed assets into its wholly-owned subsidiary, Guangdong Yuesheng Biotechnology Co., Ltd., to enhance asset management and improve asset utilization efficiency [1][2]. Group 1: Basic Information of the Capital Increase - The company will inject assets valued at CNY 32.7099 million into Guangdong Yuesheng, increasing its registered capital from CNY 5 million to CNY 37.7099 million [1][4]. - The assets to be injected are located at No. 16, Dongsha Avenue, Liwan District, Guangzhou, and consist of commercial and residential properties [4][6]. - The capital increase does not involve related party transactions and does not constitute a major asset restructuring as defined by regulations [2][7]. Group 2: Financial Status of the Company - As of March 31, 2025, the total assets of the company were CNY 305.456 million, with total liabilities of CNY 14.119 billion, resulting in a net asset value of -CNY 13.814 billion [4]. - The company reported an operating income of CNY 26.220 million and a net loss of CNY 823,430.45 for the same period [4]. Group 3: Purpose and Impact of the Capital Increase - The capital increase aims to facilitate better asset management and enhance the efficiency of asset utilization, aligning with the company's development needs and operational goals [7]. - The financial condition and operational results of the company are not expected to be significantly impacted by this capital increase [7].

法律意见书 深圳市深南大道 6008 号特区报业大厦 24/31/41/42 层 邮编： 518034 电话/Tel: +86 755 8351 5666 传真/Fax: +86 755 8351 5090 国浩律师（深圳）事务所 关于 广东粤海饲料集团股份有限公司 注销部分股票期权的 网址/Website: http://www.grandall.com.cn 二〇二五年七月 国浩律师（深圳）事务所 关于广东粤海饲料集团股份有限公司 注销部分股票期权的 法律意见书 GLG/SZ/A3468/FY/2025-830 致：广东粤海饲料集团股份有限公司 国浩律师（深圳）事务所（以下简称"本所"）接受广东粤海饲料集团股份 有限公司（以下简称"粤海饲料"或"公司"）的委托，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》（以下简称 "《证券法》"）、中国证券监督管理委员会（以下简称"中国证监会"）发布 的《上市公司股权激励管理办法》（以下简称"《管理办法》"）、深圳证券交 易所（以下简称"深交所"）发布的《深圳证券交易所上市公司自律监管指南第 政法规、部门规章及其他规范性文件和《广东 ...