天康生物 2025 年第三次临时股东会法律意见书 新疆星河井然律师事务所 新疆星河井然律师事务所 关于天康生物股份有限公司 2025 年第三次临时股东会之 法律意见书 星河证股字[2025]第 008 号 致：天康生物股份有限公司 新疆星河井然律师事务所（以下简称"本所"）接受天康生物股份有 限公司（以下简称"公司"）委托，指派律师出席公司 2025 年第三次临 时股东会（以下简称"本次会议"），并根据《中华人民共和国证券法》 （以下简称"《证券法》"）、《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"《规则》"）、《深 圳证券交易所股票上市规则》（以下简称"《上市规则》"）和《天康生 物股份有限公司章程》（以下简称"《公司章程》"）的相关规定，就公 司本次会议的召集与召开程序、出席会议人员资格、召集人资格、会议表 决程序和表决结果的合法性等有关法律问题出具法律意见书。 为出具本法律意见书，本所律师对公司本次会议所涉及的有关事项进 行了审查，查阅了本所律师认为出具本法律意见书所必须查阅的文件，并 对有关问题进行了必要的核查和验证。 本法律意见书仅供本次会议见证之目的使用 ...

Group 1 - The feed sector increased by 1.5% on December 29, with Tianma Technology leading the gains [1] - The Shanghai Composite Index closed at 3965.28, up 0.04%, while the Shenzhen Component Index closed at 13537.1, down 0.49% [1] - Key stocks in the feed sector showed varied performance, with Tianma Technology closing at 16.93, up 3.11%, and Haida Group at 54.99, up 1.44% [1] Group 2 - The feed sector saw a net inflow of 38.96 million yuan from main funds, while retail investors experienced a net outflow of 67.89 million yuan [2] - Main funds showed significant interest in Tianma Technology, with a net inflow of 55.62 million yuan, representing 12.48% of its trading volume [3] - Tianma Technology and Tiankang Biological were among the top stocks with notable net inflows from main funds, while retail investors withdrew funds from several stocks in the sector [3]

Investment Rating - The industry investment rating is "Positive" (maintained) [2] Core Views - The supply of fat pigs is tight, leading to an upward trend in pig prices before the New Year, supported by both supply and demand factors [4][14] - The export value of pet food has improved month-on-month, benefiting from increased export volumes, although the unit price remains under pressure [5][21] - The pig farming sector is experiencing accelerated losses, while the pet food sector is seeing a rise in domestic brands due to consumption upgrades and tariff barriers [6][23][25] Summary by Sections Weekly Observation - The average price of live pigs in China as of December 28, 2025, is 12.21 CNY/kg, with a week-on-week increase of 0.78 CNY/kg and a year-on-year decrease of 3.49 CNY/kg [4][14] - The average weight of pigs sold is 129.70 kg, with a slight decrease from the previous week [14] Weekly Market Performance (Dec 22-26) - The agricultural index underperformed the market by 1.63 percentage points, with the Shanghai Composite Index rising by 1.88% and the agricultural index by 0.25% [26][30] Price Tracking (Dec 22-26) - The average price of live pigs is 11.63 CNY/kg, with a week-on-week increase of 0.05 CNY/kg [37] - The average price of broiler chickens is 7.82 CNY/kg, with a week-on-week increase of 6.39% [37] Key Recommendations - Recommended stocks in the pig farming sector include Muyuan Foods, Wens Foodstuff, and Juxing Agriculture [6][23] - In the feed sector, recommended stocks include Haida Group and New Hope Liuhe [6][23] - For the pet food sector, recommended stocks include Guibao Pet, Zhongchong Co., and Petty [6][25]

Group 1 - The feed sector experienced a rise of 2.34% on December 25, with Hai Da Group leading the gains [1] - The Shanghai Composite Index closed at 3959.62, up 0.47%, while the Shenzhen Component Index closed at 13531.41, up 0.33% [1] - Hai Da Group's stock price increased by 4.13% to 54.65, with a trading volume of 117,900 shares and a transaction value of 636 million yuan [1] Group 2 - The feed sector saw a net outflow of 12.67 million yuan from institutional investors, while retail investors experienced a net outflow of 6.63 million yuan [2] - The top gainers in the feed sector included Tianma Technology, which rose by 3.34% to 16.40, and Chao Guo Ao Quan, which increased by 3.07% to 7.73 [1][2] - The overall trading activity in the feed sector indicated a mixed sentiment, with some stocks experiencing significant inflows from retail investors while others faced outflows [3]

Investment Summary - The report suggests focusing on three main investment themes for the agricultural sector in 2026: pig farming, feed and animal health, and pet food [4][5][6]. Group 1: Pig Farming - The supply-demand dynamics in the pig farming industry are improving, with a continued oversupply expected to pressure prices in the first half of 2026, leading to ongoing industry losses [4][16][19]. - The structural changes in pig farming post-African swine fever have led to increased scale and a rise in short-term farmers, resulting in narrower price fluctuations and reduced supply-demand conflicts [4][16][49]. - Cost management is crucial for pig farming companies to achieve excess returns and long-term growth, with significant differentiation expected among companies based on cost advantages [4][50][61]. - The report highlights that the valuation of the sector is at a low point, with expectations for recovery in the valuations of leading companies, particularly those with cost advantages like Muyuan Foods [5][61]. Group 2: Feed and Animal Health - The animal health sector is experiencing a weakening of its cyclical attributes, with research and innovation becoming the core focus for long-term growth [6][62][66]. - The feed market is characterized by competition in the domestic market, with an emphasis on cost control and precision management, while international markets present new growth opportunities for leading companies [6][62][66]. - The report recommends companies with strong research capabilities and cost control, such as Pulaike and KQ Bio, for long-term investment [6][62]. Group 3: Pet Food - The pet food market is expected to continue its growth despite short-term disruptions from tariffs, with domestic brands gaining market share [6][7]. - The report emphasizes the importance of adapting to consumer trends towards health and refinement in product offerings, which is likely to enhance market share and profitability for domestic brands [6][7].

Investment Rating - The industry investment rating is "Overweight" indicating that the industry is expected to outperform the overall market [4][44]. Core Insights - The report highlights a significant decline in pig prices leading to accelerated capacity reduction in the breeding sector, suggesting a left-side investment opportunity in pig farming [4][5]. - The report emphasizes the potential of the artificial cultivation of Cordyceps sinensis, with a market size exceeding 30 billion, and suggests focusing on companies involved in this sector [4][5]. - The report also notes that the pet food sector is experiencing a positive trend, with a year-on-year increase in online sales [4][5]. Summary by Sections Pig Farming - The report indicates that pig prices are currently fluctuating at a low level, with a national average selling price of 11.41 yuan/kg as of December 21, reflecting a week-on-week decrease of 1.1% [4]. - Breeding farms are facing continuous losses, with average losses per head reaching approximately 101.5 yuan for farms with fewer than 50 sows and 119.8 yuan for larger farms [4][5]. - The report recommends focusing on companies such as Muyuan Foods, Wens Foodstuff, and DeKang Agriculture for potential investment opportunities [4][5]. Pet Food Sector - The pet food industry has shown resilience, with a year-on-year growth of 17% in online sales during October and November, totaling 7.02 billion yuan [4][5]. - Specific companies like GuaiBao Pet and ZhongChong Co. have reported significant growth rates in their sales [4][5]. Chicken Farming - The report notes a rebound in the prices of white feather broilers, with the average selling price for broiler chicks at 3.39 yuan each, reflecting a week-on-week increase of 1.80% [4][5]. - The report suggests that the supply of broilers will remain ample, and it is essential to focus on leading companies in the sector [4][5]. Investment Recommendations - The report recommends a left-side investment strategy in the pig farming sector due to ongoing losses and capacity reduction [4][5]. - It also suggests monitoring the artificial cultivation of Cordyceps and the pet food market for potential investment opportunities [4][5].

Investment Rating - The industry investment rating is "Positive" (maintained) [1] Core Views - The report indicates that the pig price is supported by both supply and demand factors as the year-end approaches, with expectations for an upward trend in prices before the Spring Festival [3][4] - The report highlights that the pig farming sector is experiencing losses, which may accelerate the reduction of stock, while the pet sector is seeing a rise in domestic brands due to consumption upgrades and tariff barriers [5][29] Summary by Sections Weekly Observation - As of December 21, 2025, the national average price of live pigs is 11.41 yuan/kg, with a week-on-week decrease of 0.15 yuan/kg and a year-on-year decrease of 3.71 yuan/kg [3][13] - The average weight of pigs sold is 130.18 kg per head, with a week-on-week increase of 0.55 kg [3][13] - The supply of pork may be tight leading up to the Spring Festival, with expectations for prices to rise [3][13] Weekly Insights - The pig farming sector is facing increasing losses, and the reduction of stock may accelerate due to various factors including policy and disease [5][24] - Recommendations include companies such as Muyuan Foods, Wens Foodstuff Group, and others in the pig farming sector [5][24] Market Performance (December 15-19) - The agricultural index increased by 0.87%, outperforming the market by 0.84 percentage points [6][30] - Leading stocks include Zhongxing Junye (+18.42%), Xibu Muye (+14.64%), and Xiwang Food (+13.84%) [6][30] Price Tracking (December 15-19) - The average price of live pigs is 11.58 yuan/kg, with a week-on-week increase of 0.10 yuan/kg [7][37] - The average price of piglets is 19.02 yuan/kg, with a slight decrease of 0.02 yuan/kg [7][37] - The average price of white feathered chickens is 7.35 yuan/kg, with a week-on-week increase of 0.27 yuan/kg [7][37] Key News (December 15-19) - The Ministry of Commerce announced anti-dumping duties on imported pork and related products from the EU starting December 17, 2025 [35]

Group 1 - The core viewpoint of the news is that TianKang Biological has shown a positive stock performance with a 17.06% increase year-to-date and a recent rise of 6.77% over the last five trading days, despite a slight decline of 1.72% over the past 60 days [1] - As of December 10, 2025, TianKang Biological reported a revenue of 13.61 billion yuan, representing a year-on-year growth of 4.00%, while the net profit attributable to shareholders decreased by 27.20% to 412 million yuan [2] - The company has a diversified revenue structure, with the main business income coming from pig breeding (32.20%), feed (27.51%), protein and oil processing (16.37%), corn (14.75%), veterinary medicine (5.44%), and other sources [1] Group 2 - TianKang Biological has a total market capitalization of 10.12 billion yuan, with a trading volume of 96.28 million yuan and a turnover rate of 0.96% as of December 19 [1] - The company has distributed a total of 1.89 billion yuan in dividends since its A-share listing, with 598 million yuan distributed in the last three years [3] - The number of shareholders increased to 63,300 as of December 10, 2025, with an average of 21,568 circulating shares per shareholder, a decrease of 1.15% from the previous period [2]

Investment Rating - The report initiates coverage with a "Buy" rating for the company [1][7]. Core Views - The company is a key player in the agricultural and animal husbandry industry in Xinjiang, with a comprehensive business model covering feed production, animal health, pig farming, and protein oil processing. It ranks among the top 20 in pig farming and feed production in China [4][17]. - Despite a downturn in the pig farming industry, the company managed to achieve a revenue of 13.61 billion yuan in the first three quarters of 2025, reflecting a year-on-year growth of 4%, and a net profit of 412 million yuan [4][24]. - The report emphasizes the dual catalysts of fundamental and policy factors driving the pig farming sector, suggesting a left-side investment opportunity as the industry undergoes capacity adjustments [6][32]. Summary by Sections 1. Company Overview - The company is a state-owned enterprise under the Xinjiang Production and Construction Corps, established in 1993, and has expanded its operations to include various segments of the agricultural industry [17][18]. - It has a strong market position, being one of the eight designated producers of foot-and-mouth disease vaccines in China [4][17]. 2. Pig Farming Sector - The report notes that the pig farming sector is experiencing a decline in profitability, with the average price of pigs dropping from 15-16 yuan/kg at the beginning of 2025 to around 11-12 yuan/kg by December 2025 [32][39]. - The company is expected to face further losses in the coming quarters due to ongoing supply pressures and market conditions [41][42]. 3. Business Growth and Cost Optimization - The company is focusing on both internal growth through cost optimization and external growth via acquisitions, such as the recent purchase of Qiangdu Livestock [6][55]. - The report highlights that the company’s pig output has been steadily increasing, with a projected output of 302.85 million pigs in 2024, reflecting a year-on-year growth of 7.6% [56][60]. 4. Financial Projections and Valuation - The company is projected to achieve revenues of 17.50 billion yuan in 2025, with a net profit of 660 million yuan, and further growth expected in subsequent years [5][7]. - The report estimates a target market value of 13.68 billion yuan, indicating a potential upside of approximately 38.3% from the current market capitalization [7][29]. 5. Industry Dynamics - The report discusses the broader industry context, noting that the current cycle of capacity reduction in pig farming is expected to be more pronounced than in previous years, which may lead to a stabilization of prices in the future [9][47]. - The company’s strategic positioning and operational efficiencies are expected to enhance its competitive edge in a challenging market environment [9][55].

回溯此前历史，天康生物披露，拟现金12.75亿元收购羌都畜牧51%股权，采用"绝对控股+少数股权绑 定"模式，实现"与原控股股东利益绑定+长期发展灵活"的双重目标。交易完成后，羌都畜牧将成为公司 的控股子公司，业绩承诺期为2025年、2026年及2027年三个会计年度。补偿义务人七星羌都集团承诺， 标的公司在业绩承诺期内累计净利润不低于8.37亿元，未实现的差额部分，由羌都集团向天康生物进行 现金补偿。 据资料显示，羌都畜牧地处塔克拉玛干沙漠东南边缘，人口稀少、疫病防控压力小，防疫成本较低；养 殖场布局集中，人效高；在防疫、人工、折旧等方面成本低于行业平均水平；其猪场位于出疆咽喉地 带，猪价高于北疆，形成以青海、甘肃为核心，辐射多省份的成熟市场网络。2024年羌都畜牧出栏生猪 136万头，2025年预计超150万头，且2019年至今连续6年盈利，即使在2021年、2023年生猪价格最低 时，该公司仍保持盈利。2024年和2025年上半年，净利润分别为5.71亿元、3.09亿元，有较强的盈利能 力。 在机构交流中，公司方面表示，按照利润承诺和现有产能正常经营状态计算，2026年—2028年预计出栏 量将达到15 ...