洽洽食品股份有限公司 2024 年股票期权激励计划预留授予部分激励对象名单 （预留授予日） 一、股权激励计划分配情况 本激励计划预留授予的股票期权在各激励对象间的分配情况如下表所示： | 序号 | 姓名 | 职务 | | --- | --- | --- | | 1 | 贾真珍 | 核心管理（技术）人员 | | 2 | 徐虎 | 核心管理（技术）人员 | | 3 | 徐光书 | 核心管理（技术）人员 | | 4 | 李智 | 核心管理（技术）人员 | | 5 | 周晶晶 | 核心管理（技术）人员 | | 6 | 徐俊 | 核心管理（技术）人员 | 洽洽食品股份有限公司董事会 | 序号 | 姓名 | 国籍 | 职务 | 获授的股票 期权（万份） | 占本次激励计划 拟授出全部权益 数量的比例 | 占目前公司股 本总额的比例 | | --- | --- | --- | --- | --- | --- | --- | | 1 | 张婷婷 | 中国 | 职工董事 | 8.00 | 1.67% | 0.02% | | | 核心员工（6 | 人） | | 52.00 | 10.88% | 0.10% | | | 合计 | ...

之 | 证券简称：洽洽食品 | 证券代码：002557 | | --- | --- | | 债券简称：洽洽转债 | 债券代码：128135 | 上海荣正企业咨询服务（集团）股份有限公司 关于 洽洽食品股份有限公司 2024 年股票期权激励计划 预留授予及调整行权价格相关事项 独立财务顾问报告 2025 年 9 月 | | | 一、释义 本独立财务顾问报告中，除非文义载明，下列简称具有如下含义： | 本独立财务顾问报 | | 上海荣正企业咨询服务（集团）股份有限公司关于洽洽食品股 | | --- | --- | --- | | 告、本报告 | 指 | 份有限公司 年股票期权激励计划首次授予相关事项之独 2024 立财务顾问报告 | | 本独立财务顾问 | 指 | 上海荣正企业咨询服务（集团）股份有限公司 | | 洽 洽 食 品 、 本 公 | | | | 司、公司、上市公 | 指 | 洽洽食品股份有限公司 | | 司 | | | | 本激励计划 | 指 | 洽洽食品股份有限公司 年股票期权激励计划 2024 | | 股票期权 | 指 | 公司授予激励对象在未来一定期限内以预先确定的条件购买本 | | | | 公 ...

上海市通力律师事务所 关于洽洽食品股份有限公司 2024 年股票期权激励计划预留授予 及调整行权价格事项的 法律意见书 致: 洽洽食品股份有限公司 敬启者: 上海市通力律师事务所(以下简称"本所")受洽洽食品股份有限公司(以下简称"洽洽 食品"或"公司")委托, 指派陈杨律师、梁翔蓝律师(以下简称"本所律师")作为公司特聘 专项法律顾问, 就公司 2024 年股票期权激励计划(以下简称"本次激励计划")预留授予(以 下简称"本次授予")事项及调整行权价格(以下简称"本次调整", 与本次授予以下合称"本 次授予和调整")事项, 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 易所上市公司自律监管指南第 1 号——业务办理》(以下简称"《自律监管指南》")等法律、 行政法规和其他规范性文件(以下简称"法律、法规和规范性文件")和《洽洽食品股份有限 公司章程》(以下简称"《公司章程》")的有关规定出具本法律意见书。 在出具本法律 ...

Core Insights - The Ministry of Industry and Information Technology has announced the selection of outstanding intelligent factories for 2025, with Qiaqia Food's "Nuts Customized Intelligent Factory" being the only winner in the nut industry and the sole representative from Anhui Province [1][3]. Group 1: Intelligent Factory Selection - The selection of outstanding intelligent factories is a key initiative for promoting digital transformation and intelligent upgrades in the manufacturing industry [3]. - The evaluation criteria for the selection include production intelligence, equipment management, data integration, lifecycle management, and supply chain collaboration, requiring companies to achieve industry-leading levels [3]. Group 2: Qiaqia Food's Achievements - Qiaqia Food has made significant investments in digitalization and intelligence, exceeding 1 billion yuan over the past five years, deploying advanced equipment and integrating various software systems to create a comprehensive digital management system [7]. - The company operates 11 large factories globally, including one in Thailand, and has established a 300,000 square meter industrial park with 36 automated production lines and a national-level R&D center [5]. Group 3: Future Outlook - Qiaqia Food aims to deepen its intelligent manufacturing and digital transformation, expand intelligent application scenarios, and promote collaborative innovation across the industry chain, viewing this recognition as a new starting point for future growth [11].

Group 1 - The leisure food sector increased by 0.74% on September 25, with Yan Jin Pu Zi leading the gains [1] - The Shanghai Composite Index closed at 3853.3, down 0.01%, while the Shenzhen Component Index closed at 13445.9, up 0.67% [1] - Key stocks in the leisure food sector showed varied performance, with Yan Jin Pu Zi closing at 70.15, up 2.56% [1] Group 2 - The leisure food sector experienced a net outflow of 8.28 million yuan from main funds, while retail investors saw a net inflow of 22.61 million yuan [2] - Major stocks like Wan Chen Group had a net inflow of 34.23 million yuan from main funds, but a net outflow from retail and speculative funds [3] - The overall trend indicates a mixed sentiment among different types of investors within the leisure food sector [2][3]

Investment Rating - The report maintains a "Recommended" rating for the food and beverage industry [1] Core Insights - The report highlights that the sales of liquor are expected to face pressure during the upcoming Mid-Autumn Festival and National Day, but there are opportunities for bottom recovery in the sector [5] - The overall performance of the food and beverage sector has lagged behind the Shanghai Composite Index, with a decline of 1.48% over the past two weeks [14] - The report emphasizes the importance of monitoring the recovery of the liquor market and suggests that the worst phase for the industry has passed [5] Summary by Sections Recent Trends - In August, the retail sales of tobacco and liquor fell by 2.3% year-on-year, while restaurant income increased by 2.1%, indicating a gradual recovery in dining consumption [5] - The price of Feitian liquor has shown weakness, with a decline in wholesale prices [5] Market Performance - The food and beverage sector's performance over the last month was 1.3%, 4.6% over three months, and 20.8% over the past year, compared to the Shanghai Composite Index's performance of 6.6%, 17.1%, and 40.9% respectively [3] Key Recommendations - The report recommends several liquor companies for investment, including Luzhou Laojiao, Shanxi Fenjiu, and Kweichow Moutai, among others [5][25] - For consumer goods, it suggests focusing on companies like Bai Run Co., Wei Long, and Salted Fish [8][25] Valuation Insights - As of September 19, 2025, the dynamic price-to-earnings (PE) ratio for the food and beverage sector is 21.1x, indicating a relatively low valuation compared to other sectors [22] - The report notes that the liquor sub-sector has the highest valuation at 50.42x [22] Focused Companies and Earnings Forecast - The report provides a detailed earnings forecast for key companies, including Kweichow Moutai with an expected EPS of 74.19 yuan for 2025 and a PE ratio of 19.79 [28]

Summary of Key Points from the Conference Call Industry Overview - The conference call primarily discusses the **China Consumer Sector**, focusing on the **Staples Food** industry, particularly **condiments, frozen food, instant noodles, beverages, meat, and snacks** [2][3]. Core Insights and Arguments 1. **Condiments and Frozen Food**: - Q2 2025 was challenging due to slowing consumption, especially in the 2B channel, leading to sluggish sales for major companies. - Favorable raw material prices resulted in gross profit margin (GPM) expansion for most companies, offset by significantly higher sales and marketing expenses. - Only Haitian's results exceeded expectations in Q2 2025, while others were in line or missed [2][2]. 2. **Instant Noodles & Beverages**: - Tingyi and UPC reported strong profit growth in Q2 2025 due to favorable raw material costs supporting GPM expansion for beverages. - However, intensified competition is expected to challenge beverage sales in Q3 2025. - Sales checks for July-August indicated a year-over-year decline for Tingyi's beverage sales and flat sales for UPC [2][2]. 3. **Meat & Snacks**: - WH Group's Q2 2025 results beat expectations with strong performances in the US, China, and Europe. - Sustained strength in the US business and a recovery in China are anticipated to lead to another resilient quarter in Q3 2025. - Weilong's results showed robust growth in vegetable products, with expectations of maintaining 15-20% topline growth in Q3 2025. - Chacha's Q2 margin was disappointing due to raw material cost pressures, with expectations of flat year-over-year revenue growth in Q3 [2][2]. 4. **Restaurant Sales**: - Restaurant sales in China rose by 2.1% year-over-year in August, with above-scale restaurant sales increasing by 1.0% [3][3]. 5. **Cost Trends**: - Continued pressure from milk powder and palm oil price hikes was noted, with milk powder prices rising by 19% year-over-year and palm oil prices also increasing by 19%. - Declining prices were observed for soybeans (-13%) and sugar (-6%), while packaging materials saw a price downtrend [4][4]. Additional Important Insights - **Valuation Summary**: - The report includes a valuation summary for various companies in the staples food sector, with ratings ranging from Buy to Neutral. - Notable companies include Haitian, Anjoy, Jonjee, and WH Group, with respective price targets and market caps provided [6][6]. - **Key Risks**: - Risks for the China Consumer Staples sector include demand recovery variability, cost inflation or deflation, and changes in the competitive landscape. - Specific risks for WH Group include integration challenges post-acquisition and international operational risks [48][49]. - **Investment Recommendations**: - The sector's top picks are WH Group and Weilong, with detailed price targets and expected growth rates outlined for various companies [2][6]. This summary encapsulates the critical insights and data points from the conference call, providing a comprehensive overview of the current state and outlook of the China Consumer Sector, particularly in the staples food industry.

Investment Rating - The report maintains an "Accumulate" rating for the company, predicting a relative increase of 5% to 15% compared to the CSI 300 index over the next six months [12]. Core Views - The company reported a revenue of 2.752 billion yuan for the first half of 2025, a year-on-year decrease of 5.05%, and a net profit attributable to shareholders of 89 million yuan, down 73.68% year-on-year [5]. - Revenue from the core product categories, sunflower seeds and nuts, decreased year-on-year, attributed to the aging of traditional sales channels rather than a decline in demand [7]. - The company is strengthening partnerships with emerging high-potential channels, which are expected to drive growth in core product categories [7]. - The increase in costs for core raw materials has negatively impacted profit margins, with the overall gross margin declining by 8.1 percentage points to 20.31% [7]. - E-commerce sales grew significantly, with revenue reaching 451 million yuan, a year-on-year increase of 24.79%, and the e-commerce channel's revenue share rising from 12.47% to 16.38% [7]. - The report forecasts earnings per share of 0.83 yuan, 1.29 yuan, and 1.61 yuan for 2025, 2026, and 2027, respectively, with corresponding price-to-earnings ratios of 26.94, 17.4, and 13.94 [8]. Summary by Sections Financial Performance - The company achieved a revenue of 2.752 billion yuan in H1 2025, down 5.05% year-on-year, with core categories sunflower seeds and nuts generating revenues of 1.772 billion yuan and 614 million yuan, respectively, both showing declines [5][7]. - The gross margin for sunflower seeds fell by 7.67 percentage points to 20.93%, while nuts saw a decline of 13.95 percentage points to 14.77% [7]. - The overall gross margin decreased to 20.31%, reflecting significant profit margin pressure due to rising costs [7]. Market Position and Strategy - The company is focusing on enhancing its collaboration with new high-potential sales channels to counteract the decline in traditional channels [7]. - E-commerce is emerging as a strong growth area, contributing to revenue diversification and reducing reliance on single sales channels [7]. Future Projections - The report projects a gradual recovery in earnings, with expected EPS growth in the coming years, indicating a potential rebound in profitability [8].

Group 1 - The core viewpoint of the article highlights the trend of cross-industry operations among companies in China as a strategic choice to adapt to a saturated market and declining growth in existing sectors [2][3][13] - Bawang Tea Ji has transformed from a tea beverage brand to a comprehensive lifestyle brand, launching a wide range of products including clothing and accessories, thus creating a holistic shopping experience for consumers [5][7] - The diversification efforts of companies like Qiaqia and Zuli Jian reflect a response to slowing growth in their primary markets, with Qiaqia facing significant challenges in its expansion into the liquor and beauty sectors, resulting in a drastic decline in net profit [8][9] Group 2 - The success of Bawang Tea Ji's cross-industry strategy is attributed to its strong brand recognition and alignment with consumer preferences, leading to increased customer loyalty and higher profit margins in its apparel segment compared to its beverage business [7][10] - In contrast, Qiaqia's attempts to diversify have not yielded the expected results, with its core business suffering due to a lack of brand coherence and experience in new markets, leading to an 86% drop in net profit in the first half of 2025 [8][9] - Zuli Jian's entry into the organic food market is seen as a logical extension of its brand, aiming to create a comprehensive health-focused ecosystem for elderly consumers, with plans to open hundreds of stores nationwide [10][12] Group 3 - The article emphasizes that the current wave of cross-industry ventures is driven by market saturation and growth anxiety, as companies seek new avenues for expansion amid declining growth rates in their traditional sectors [13][14] - Digital platforms have facilitated these cross-industry efforts, allowing companies to test new products and gather consumer feedback at a lower cost, exemplified by Bawang Tea Ji's successful foray into apparel through its online store [13][14] - The article warns that while cross-industry strategies can open new growth opportunities, they require careful planning and alignment with brand values to avoid pitfalls, as demonstrated by Qiaqia's struggles [14][15]

Core Viewpoint - The fluctuation in sunflower seed prices has significantly impacted the profits of Qiaqia Food, leading to a notable decline in net profit due to rising raw material costs [1][2] Group 1: Financial Performance - In the first half of the year, Qiaqia Food reported a revenue of 2.752 billion yuan, a year-on-year decrease of 5.05% [2] - The net profit attributable to the parent company was 88.6416 million yuan, representing a year-on-year decline of 73.68% [2] Group 2: Raw Material Cost Impact - The cost of sunflower seed raw materials increased by approximately 10%-15% compared to the same period last year [1] - Direct materials accounted for 81.53% of the operating costs in the first half of the year, indicating a high sensitivity to raw material price fluctuations [1] Group 3: Strategic Responses - The company plans to enhance its procurement strategy by increasing direct sourcing and promoting order agriculture to mitigate the impact of raw material price volatility [2] - Qiaqia Food aims to strengthen its overseas procurement layout and will focus on trial planting sunflower seeds abroad [2] - The company intends to expand its product offerings in overseas markets, particularly in Southeast Asia, by promoting nuts, chips, and konjac products [2]