关于福建圣农发展股份有限公司 2025 年限制性股票激励计划的 法 律 意 见 书 福建至理律师事务所 地址：中国福州市鼓楼区洪山园路华润万象城三期 TB#写字楼 22 层 电话：（86 591）8806 5558 网址：http://www.zenithlawyer.com 1 目 录 | 一、公司实施本次激励计划的主体资格 | 6 | | --- | --- | | 二、本次激励计划的主要内容及合规性 | 8 | | 三、本次激励计划的实施程序 | 16 | | 四、本次激励计划的激励对象 | 17 | | 五、本次激励计划的信息披露 | 18 | | 六、公司不存在为激励对象提供财务资助的情形 | 19 | | 七、本次激励计划对公司及全体股东利益的影响 | 19 | | 八、关于关联董事回避表决的问题 | 20 | | 九、结论意见 | 20 | 2 福建至理律师事务所 关于福建圣农发展股份有限公司 2025 年限制性股票激励计划的法律意见书 闽理非诉字〔2025〕第 229-01 号 致：福建圣农发展股份有限公司 根据福建圣农发展股份有限公司（以下简称公司或圣农发展）与福建至理律 师事务所（以下简称 ...

Core Insights - The company reported a total revenue of 14.706 billion yuan for the first three quarters of 2025, representing a year-on-year growth of 6.86%, with a net profit attributable to shareholders of 1.159 billion yuan, up 202.82% [1] - In Q3 2025, the company achieved a revenue of 5.849 billion yuan, an increase of 18.77% year-on-year, but the net profit attributable to shareholders decreased by 11.4% to 249 million yuan [1] Revenue and Profit Analysis - For the first three quarters of 2025, the company's chicken sales reached 1.099 million tons, a year-on-year increase of 7.4%, with an average selling price of 9,578 yuan per ton, down 3.1% [2] - In Q3 2025, chicken sales were 435,000 tons, up 16.3% year-on-year, with an average selling price of 9,398 yuan per ton, down 5.9% [2] - The company maintained a price premium of 778 yuan per ton over the industry average in Q3 2025, continuing a trend of over 600 yuan per ton for four consecutive quarters [2] Market Strategy and Growth - The deep processing food business generated revenue of 6.911 billion yuan in the first three quarters of 2025, a growth of 17.1%, with Q3 revenue reaching 2.885 billion yuan, up 36.7% [2] - The company is committed to an omnichannel strategy, achieving over 30% growth in retail channels and 40% growth in export channels [2] Operational Efficiency - Following the consolidation of Sun Valley, the company reported an additional profit of 49.815 million yuan from Sun Valley due to improved operational efficiency [3] Future Outlook - The company is projected to achieve net profits attributable to shareholders of 1.409 billion yuan, 1.06 billion yuan, and 1.206 billion yuan for 2025-2027, with respective year-on-year growth rates of +94.5%, -24.8%, and +13.8% [3]

Investment Rating - The report maintains a "Buy" rating for the company, indicating a strong outlook for its stock performance relative to the market [3][6]. Core Insights - The company demonstrated resilience with a total revenue of 14.706 billion yuan for the first three quarters of 2025, marking a year-on-year increase of 6.86%. The net profit attributable to shareholders reached 1.159 billion yuan, a significant increase of 202.82% [1]. - The company continues to benefit from a premium pricing strategy, with an average selling price of chicken at 9,578 yuan per ton, despite a 3.1% decline year-on-year. The premium over industry prices was 778 yuan per ton in Q3 2025, maintaining a solid price advantage [2]. - The company is expanding its market share through a comprehensive channel strategy, with processed food revenue growing by 17.1% year-on-year to 6.911 billion yuan in the first three quarters of 2025 [3]. Financial Performance Summary - For 2025, the company is projected to achieve a net profit of 1.409 billion yuan, reflecting a year-on-year growth of 94.5%. The expected P/E ratio for 2025 is 15.3x [3][5]. - The company sold 1.099 million tons of chicken in the first three quarters of 2025, a 7.4% increase year-on-year, while the sales volume in Q3 alone reached 435,000 tons, up 16.3% [2]. - The processed food business saw a significant increase in revenue, with Q3 2025 revenue reaching 2.885 billion yuan, a 36.7% increase year-on-year [3].

Group 1 - The China Livestock Breeding Index (930707) shows mixed performance among its constituent stocks, with Zhongmu Co., Ltd. leading the gains at 4.31% [1] - The average price of pork in China's wholesale markets increased by 1.3% to 17.96 yuan per kilogram as of October 27 [1] - Galaxy Securities indicates that losses in October may accelerate the reduction of pig farming capacity, highlighting opportunities in the pig farming industry based on the value of breeding sows and farming efficiency [1] Group 2 - As of September 30, 2025, the top ten weighted stocks in the China Livestock Breeding Index account for 66.06% of the index, including Muyuan Foods, Wens Foodstuff Group, and others [2]

Core Insights - The aquaculture sector experienced a 2.28% increase on October 27, with Shengnong Development leading the gains [1] - The Shanghai Composite Index closed at 3996.94, up 1.18%, while the Shenzhen Component Index closed at 13489.4, up 1.51% [1] Aquaculture Sector Performance - Shengnong Development (002299) closed at 16.97, up 4.24% with a trading volume of 239,800 shares and a transaction value of 403 million yuan [1] - Other notable performers included: - Bangxi Co., Ltd. (300967) at 22.05, up 4.01% [1] - Yisheng Co., Ltd. (002458) at 9.17, up 3.62% [1] - Lihua Co., Ltd. (300761) at 22.15, up 3.12% [1] - Muyu Co., Ltd. (002714) at 50.25, up 2.84% with a transaction value of 2.24 billion yuan [1] Capital Flow Analysis - The aquaculture sector saw a net inflow of 102 million yuan from institutional investors, while retail investors experienced a net outflow of 613.2 million yuan [2] - Key stocks with significant capital flow included: - Muyuan Foods (002714) with a net inflow of 234 million yuan from institutional investors [3] - Shennong Group (605296) with a net inflow of 22.49 million yuan [3] - Xinnong Co., Ltd. (000876) with a net inflow of 22.84 million yuan [3]

Core Insights - The Social Security Fund has invested in 157 stocks by the end of Q3, with 57 stocks held for over 8 consecutive quarters, indicating a preference for long-term investments [1][2] Group 1: Investment Trends - The Social Security Fund has increased its holdings in 23 of the 57 continuously held stocks, with significant increases in stocks like Dongfang Tantalum (167.89%), Wanwei High-tech (86.33%), and Sumida (70.56%) [2] - Conversely, 21 stocks saw a reduction in holdings, with notable decreases in Xinji Energy (88.17%), Mingtai Aluminum (77.19%), and Weifeng Electronics (64.38%) [2] Group 2: Sector Distribution - The 57 stocks held by the Social Security Fund are concentrated in the pharmaceutical, basic chemicals, and non-ferrous metals sectors, with 8, 6, and 6 stocks respectively [2] - The pharmaceutical sector includes stocks like Iwu Biological, Aide Biological, and Huate Dain [2] - The basic chemicals sector features stocks such as Lanxiao Technology, Zhongqi Co., and Wanwei High-tech [2] Group 3: Performance Metrics - Among the 57 stocks, 41 reported a year-on-year increase in net profit, with significant growth from companies like Shennong Development (202.82%), Wanwei High-tech (89.77%), and Chifeng Gold (86.21%) [3] - 15 stocks experienced a decline in net profit, with the largest decreases from Zhongqi Co. (622.16%), Vanadium Titanium Co. (181.13%), and Huawang Technology (49.46%) [3] - The sustainability of performance is observed in 23 stocks that have shown consistent year-on-year net profit growth over the past three years [3]

Group 1: Company Analysis - The report highlights the strong performance of Dongfang Caifu (300059.SZ), with a revenue of 11.589 billion yuan for the first three quarters of 2025, representing a year-on-year increase of 58.7%, and a net profit attributable to shareholders of 9.097 billion yuan, up 50.6% year-on-year [9][10] - The company's return on equity (ROE) stands at 10.74%, an increase of 2.60 percentage points compared to the previous year [9] - The significant growth in the company's securities business, particularly in brokerage and margin financing, is attributed to the active trading environment in the capital market since Q4 2024 [9][10] Group 2: Industry Insights - The report discusses the recovery of the fund distribution business, noting that Dongfang Caifu's fund distribution scale is leading in the industry, with a total of 1.0572 trillion yuan in fund sales for the first half of 2025 [11] - The report emphasizes the resilience of the export market, with a surprising export growth rate of 6.6% in Q3 2025, indicating a robust recovery despite expectations of a decline [15] - The media industry is identified as having a favorable seasonal effect, particularly in November, suggesting a good opportunity for investment in this sector [33]

Investment Rating - The investment rating for the company is "Outperform the Market" [2][9]. Core Insights - The company's Q3 revenue showed a significant year-on-year growth of nearly 20%, driven by strong performance in retail and export sales, despite facing pressure on profitability due to a sluggish market [3][4]. - The company achieved a total revenue of 14.706 billion yuan in the first three quarters of 2025, representing a year-on-year increase of 6.86%. Q3 revenue reached 5.849 billion yuan, up 23.36% quarter-on-quarter and 18.77% year-on-year [3][12]. - The net profit attributable to the parent company for the first three quarters was 1.159 billion yuan, a remarkable increase of 202.82% year-on-year, although Q3 net profit was 763 million yuan, down 67.40% quarter-on-quarter and 10.64% year-on-year [3][12]. - The company is benefiting from improved performance of its proprietary breed "901+" and a gradual increase in internal usage, alongside ongoing management optimization [3][12]. Revenue and Sales Performance - The poultry farming segment sold 435,200 tons in Q3, a year-on-year increase of 16.27%, generating revenue of 4.09 billion yuan, up 12.64% year-on-year [4]. - The processed meat products segment saw sales of 151,900 tons, a significant year-on-year increase of 52.82%, with revenue of 2.885 billion yuan, up 36.73% year-on-year [4]. - The company’s retail channel revenue grew over 30% year-on-year, and export business showed exceptional performance with revenue growth rates exceeding 100% and 90% in July and August, respectively [4]. Profitability and Cost Management - The gross profit margin for the first three quarters of 2025 was 12.17%, an increase of 1.86 percentage points year-on-year, while the net profit margin was 7.97%, up 5.30 percentage points year-on-year [5][14]. - The company maintained stable expense ratios, with total expense ratio at 6.44%, slightly down by 0.04 percentage points year-on-year [5][14]. - Operating cash flow improved significantly, with a net cash flow of 3.086 billion yuan, up 37.71% year-on-year, and cash received from sales accounted for 108.45% of revenue [5][19]. Financial Forecasts - The company’s projected net profits for 2025-2027 are 1.375 billion, 1.210 billion, and 1.475 billion yuan, respectively, with corresponding earnings per share of 1.11, 1.00, and 1.19 yuan [6][21]. - The revenue forecasts for 2025-2027 are 20.906 billion, 23.241 billion, and 25.096 billion yuan, reflecting growth rates of 12.5%, 11.2%, and 8.0% respectively [7][21].

Investment Rating - The report suggests a focus on low-cost quality pig farming leaders for investment opportunities [2][12] Core Views - The current price of lean meat pigs is 11.6 CNY/kg, up 5.6% from last week, but the upward momentum lacks sustainability due to ongoing supply pressures and the absence of a consumption peak [11][12] - In the poultry sector, white feather chicken prices have seen slight increases, with broiler prices at 6.88 CNY/kg, up 0.1%, and chicken product prices at 8.65 CNY/kg, up 0.6% [12][29] - The approval of genetically modified varieties is expected to enhance the growth potential of industry companies, with commercial sales anticipated to begin post-publicity period [12] - The agricultural sector is experiencing price volatility, with leading feed companies likely to replace smaller competitors due to their advantages in procurement, scale, and capital [12] Summary by Sections Livestock - The lean meat pig price is currently 11.6 CNY/kg, reflecting a 5.6% increase from the previous week, while the average wholesale price of pork is 17.73 CNY/kg, down 1.7% [13][14] - The average weight of slaughtered pigs has decreased by 0.3% to 127.9 kg, and the price of 15 kg piglets has dropped by 2.2% to 19.55 CNY/kg [20][22] - Self-breeding and self-raising profitability has improved, with average losses of -185.68 CNY per head for self-breeding, and -289.07 CNY for purchased piglets [17][18] Poultry - The price of broiler chicks has increased by 0.9% to 3.32 CNY each, while the average price of white feather chickens is 6.88 CNY/kg, up 0.1% [12][29] - The profit from parent stock chicken breeding is 0.57 CNY per chick, while broiler breeding remains at a loss of -1.76 CNY per chick [35][36] Agricultural Products - The domestic corn price has decreased by 0.6% to 2248.63 CNY/ton, while soybean prices have increased slightly by 0.1% to 3996.84 CNY/ton [45][58] - The report highlights the potential for investment in the agricultural sector due to the anticipated growth from the commercialization of genetically modified crops [12]

Investment Rating - The investment rating for the company is "Outperform the Market" [2][6][23] Core Insights - The company's Q3 revenue showed a significant year-on-year growth of nearly 20%, driven by strong performance in retail and export sales, despite a challenging market environment impacting profitability [3][4][11] - The company achieved a total revenue of 14.706 billion yuan in the first three quarters of 2025, representing a year-on-year increase of 6.86%, with Q3 revenue reaching 5.849 billion yuan, up 23.36% quarter-on-quarter and 18.77% year-on-year [3][11] - The net profit attributable to the parent company for the first three quarters was 1.159 billion yuan, a remarkable year-on-year increase of 202.82%, although Q3 net profit decreased significantly by 67.40% quarter-on-quarter and 10.64% year-on-year due to a decline in the white feather broiler market [3][11] Financial Performance Summary - The company's gross profit margin for the first three quarters of 2025 was 12.17%, an increase of 1.86 percentage points year-on-year, while the net profit margin was 7.97%, up 5.30 percentage points year-on-year [5][15] - Operating cash flow for the first three quarters was 3.086 billion yuan, a year-on-year increase of 37.71%, with cash flow from operating activities accounting for 20.99% of total revenue [21] - The company maintained stable expense ratios, with total expense ratio at 6.44%, slightly down by 0.04 percentage points year-on-year [5][15] Sales and Market Strategy - The company has effectively implemented an omnichannel strategy, resulting in over 30% year-on-year growth in C-end retail channel revenue [4][11] - The poultry farming segment saw a sales volume of 435,200 tons in Q3, a year-on-year increase of 16.27%, while the processed meat products segment experienced a remarkable sales volume growth of 52.82% year-on-year [4][11] Earnings Forecast - The company forecasts net profits for 2025-2027 to be 1.375 billion, 1.210 billion, and 1.475 billion yuan respectively, with corresponding earnings per share of 1.11, 1.00, and 1.19 yuan [6][23]