上海市通力律师事务所 关于洽洽食品股份有限公司 2024 年年度股东大会的法律意见书 致: 洽洽食品股份有限公司 上海市通力律师事务所(以下简称"本所")接受洽洽食品股份有限公司(以下简称"公 司")的委托, 指派本所梁翔蓝、赵伯晓律师(以下简称"本所律师")根据《中华人民共和国 公司法》《中华人民共和国证券法》《上市公司股东会规则》等法律法规和规范性文件(以下 统称"法律法规")及《洽洽食品股份有限公司章程》(以下简称"公司章程")的规定就公 司 2024 年年度股东大会(以下简称"本次股东大会")相关事宜出具法律意见。 本所律师已经对公司提供的与本次股东大会有关的法律文件及其他文件、资料予以了 核查、验证。在进行核查验证过程中, 公司已向本所保证, 公司提供予本所之文件中的所有 签署、盖章及印章都是真实的, 所有作为正本提交给本所的文件都是真实、准确、完整和有 效的, 且文件材料为副本或复印件的, 其与原件一致和相符。 在本法律意见书中, 本所仅对本次股东大会召集和召开的程序、出席本次股东大会人员 资格和召集人资格及表决程序、表决结果是否符合法律法规和公司章程的规定发表意见, 并 不对本次股东大会所审议的 ...

Group 1: Guizhou Moutai - Guizhou Moutai announced the adjustment of the venue for the 2024 annual shareholder meeting due to the number of registered attendees exceeding the original venue capacity [1] Group 2: Zhangyu A - Zhangyu A's management acknowledged shortcomings in positioning and marketing, which contributed to the decline in performance, and emphasized the need for improvement [2] - The company aims to achieve 1 billion revenue from overseas wineries despite current challenges [2] Group 3: Huiquan Beer - Huiquan Beer discussed avoiding competition with Yanjing Beer, highlighting the importance of base market effects and sales radius in the beer industry [3] - The company plans to strengthen its market presence in Fujian and Jiangxi while expanding its overall market reach [3] Group 4: Dairy Industry - "Raising a Cow" launched a new children's brand "Moo Star" with three A2 type pure milk products targeting children aged 1-12 [4] Group 5: Food and Beverage - Qiaqia Foods clarified that it has no plans for a liquor business and is set to launch a new ice cream product next month [5] - Wahaha confirmed the termination of its contract with a co-packer due to quality issues found in some batches of bottled water [6] Group 6: Zhongju High-tech - Zhongju High-tech reported an expected improvement in sales for Q2 compared to Q1, with a decrease in inventory levels and recovery in sales across regions [7][8] Group 7: Farmer Spring - Farmer Spring introduced a new product, Chenpi White Tea beverage, on its Tmall flagship store [9] Group 8: Golden Dragon Fish - Golden Dragon Fish stated that its health products generally have higher profit margins than regular grain and oil products, which is expected to contribute to sales growth and profit [10] Group 9: Sanquan Foods - Sanquan Foods announced plans to absorb and merge its subsidiary Zhengzhou Fast Kitchen to optimize resource allocation and improve operational efficiency [11] Group 10: Laiyifen - Laiyifen addressed consumer concerns regarding a product issue, stating that they have taken swift action to investigate and resolve the matter [12] Group 11: Liziyuan - Liziyuan plans to focus on milk powder and dairy product production and sales while extending into the upstream supply chain [13] Group 12: Huiyuan Juice - Huiyuan Juice refuted negative online claims about its business, asserting that its operations have been improving since its restructuring in 2022 [14] Group 13: Walmart - Walmart reported Q1 2026 total revenue of $165.6 billion, with a 2.5% year-on-year increase, and a significant growth in its China e-commerce business [17]

Core Viewpoint - The company reported a significant decline in gross margin and revenue for Q1 2025, primarily due to rising raw material costs and the timing of the Spring Festival affecting sales performance [1][17][20]. Group 1: Financial Performance - The gross margin for Q1 2025 dropped to 19.5%, a historical low compared to the usual range of 28-31% [1][4][17]. - Revenue decreased from 1.82 billion to 1.57 billion, a decline of 13.7% year-on-year, attributed to both industry-wide issues and specific company challenges [1][17][20]. - Short-term borrowings increased from 850 million to 1.15 billion, primarily for raw material procurement and seasonal inventory buildup [1]. Group 2: Raw Material Costs - The decline in gross margin was mainly due to increased procurement costs for sunflower seeds and certain nut raw materials [1][4][17]. - The company plans to optimize its sunflower seed procurement model and increase the proportion of direct sourcing [1][28][89]. Group 3: Product Development and Innovation - The company is actively promoting new products, including various types of sunflower seeds and flavored nuts, as well as expanding into new categories like potato chips and nut milk [1][19][28]. - A new ice cream product made from sunflower seeds is expected to launch in June [1][19]. Group 4: Market Strategy - The company is focusing on enhancing its online sales channels, particularly through platforms like Douyin, and is increasing collaboration with influencers to boost product visibility [6][77]. - The company aims to deepen its market penetration in Southeast Asia while also exploring opportunities in the U.S. market [8][86]. Group 5: Shareholder Engagement - The company has initiated a share buyback program with a total planned expenditure between 40 million and 80 million RMB, having repurchased approximately 944,592 shares for about 25.28 million RMB as of April 30, 2025 [3][9][57]. - The management is committed to improving investor confidence through various measures, including share buybacks and maintaining stable dividends [7][36].

Group 1: Financial Performance - In 2024, the revenue was 7.131 billion yuan, with a significant gap from the target of 10 billion yuan set for 2020 [4] - In Q1 2025, the gross margin dropped to 19.5%, a decrease of 10.97 percentage points year-on-year [4][27] - The revenue in Q1 2025 decreased by 13.7% compared to the previous year, attributed to rising sunflower seed costs and the timing of the Spring Festival [27][100] Group 2: Product Development and Innovation - The company plans to increase investment in R&D, focusing on raw material varieties, process improvements, and new product development [3][4] - In 2024, the R&D expense ratio was only 1%, significantly lower than competitors like Three Squirrels [4][23] - New product launches include flavored nuts, fresh-cut fries, and ice cream products, with a focus on health and nutrition trends [20][21][24] Group 3: Market Strategy and Expansion - The company aims to diversify its product offerings beyond sunflower seeds and nuts, exploring functional foods and healthy snacks [2][3] - Overseas revenue accounted for 7.98% of total revenue in 2024, primarily from Southeast Asia, with plans to expand into the European and American markets [4][5] - The company is enhancing its digital marketing efforts, particularly on platforms like Douyin, to engage younger consumers [5][21] Group 4: Supply Chain and Cost Management - The company has faced challenges with rising raw material costs, particularly for sunflower seeds, and is optimizing its procurement strategy [4][27] - Inventory levels increased by 22.9% year-on-year in 2024, indicating potential issues with channel sales [4] - The company is implementing long-term procurement agreements to stabilize raw material prices [4][5] Group 5: Shareholder Engagement and Stock Performance - The company has initiated a share buyback plan, with 944,592 shares repurchased for approximately 25.28 million yuan as of April 30, 2025 [13][27] - Despite ongoing buyback efforts, the stock price has continued to decline, raising concerns among investors [4][27] - The management is focused on improving investor confidence through strategic initiatives and transparent communication [4][27]

Core Viewpoint - The company, Qiaqia, is actively supporting students in their preparation for the 2025 college entrance examination by providing nutritional assistance and promoting a balanced approach to health and study [1][3]. Group 1: Corporate Social Responsibility - Qiaqia has partnered with Hebei Hengshui High School for the third time to provide nutritional support to students, demonstrating the brand's commitment to social responsibility [3]. - The initiative includes the distribution of nutritious snacks in yellow bags, aimed at helping students perform at their best during exams [1][3]. Group 2: Innovative Activities - In 2023, Qiaqia introduced the "Running Towards the Light" night run event as part of its public welfare activities, aligning with the theme of "Eating and Moving for Health" on China's Student Nutrition Day [3]. - This innovative approach encourages students to maintain physical activity amidst their exam preparations, promoting a balance between nutrition and exercise [3]. Group 3: Nutritional Initiatives - Since 2019, Qiaqia has been involved in student meal programs, with over 20,000 kindergartens and primary and secondary schools in cities like Nanjing, Jinan, and Zhengzhou incorporating Qiaqia's daily nuts into their nutrition plans [5]. - The company collaborates with nutritionists to conduct various educational and "food education" activities, including the "Nut Nutrition Campus Tour" in 2024, which will cover five major cities and ten schools [5]. - Qiaqia is also launching free breakfast programs in remote schools and establishing "Qiaqia Nut Hope Houses" to further support student nutrition and health [5].

Investment Rating - The report maintains a "Buy" rating for the company [6] Core Views - The company experienced short-term pressure on performance, with expectations for improvement on the cost side [1] - The sales decline in Q1 2025 was significantly impacted by the timing of the Spring Festival, leading to increased promotional efforts [2] - Rising raw material prices have put pressure on profit margins, with a notable decrease in gross margin in Q1 2025 [3] - Profit forecasts for 2025-2026 have been revised downwards due to anticipated recovery in terminal sales and cost pressures [4] Summary by Sections Financial Performance - In 2024, the company achieved revenue of 7.131 billion yuan, a year-on-year increase of 4.79%, and a net profit of 849 million yuan, up 5.82% year-on-year [1] - Q1 2025 saw a revenue drop to 1.571 billion yuan, down 13.76% year-on-year, with net profit falling to 77 million yuan, a decrease of 67.88% [1][2] Product Segments - Revenue from sunflower seeds, nuts, and other products in 2024 was 4.382 billion yuan, 1.924 billion yuan, and 773 million yuan respectively, with growth rates of 2.60%, 9.74%, and 8.04% [2] - The company plans to enhance the sales of everyday products in response to competitive pressures in the nut category [2] Cost and Profitability - The gross margin for 2024 was 28.78%, with Q1 2025 dropping to 19.47%, reflecting a year-on-year decline of 10.97 percentage points [3] - The company aims to reduce costs further, with a sales expense ratio of 10.60% in Q1 2025, down 1.75 percentage points year-on-year [3] Profit Forecasts and Valuation - The net profit forecasts for 2025 and 2026 have been adjusted to 703 million yuan and 872 million yuan, representing decreases of 34.7% and 28.9% respectively [4] - The expected EPS for 2025-2027 is projected at 1.39, 1.72, and 1.94 yuan, with corresponding P/E ratios of 17, 14, and 12 [4]

洽洽食品股份有限公司（以下简称"公司"）于 2024 年 11 月 14 日召开第 六届董事会第十三次会议审议通过了《洽洽食品股份有限公司关于回购公司股份 方案暨取得股票回购专项贷款的议案》，拟使用公司自有资金和股票回购专项贷 款资金以集中竞价交易方式回购公司部分社会公众股份（A 股），公司拟回购股 份用于后期实施股权激励计划或员工持股计划的股份来源；回购的资金总额不低 于人民币 4,000 万元（含），且不超过人民币 8,000 万元（含）；回购价格不超 过人民币 47.48 元/股（含）。本次回购股份的实施期限为自公司董事会审议通 过本次回购方案之日起 12 个月内。公司于 2024 年 11 月 23 日披露了《洽洽食 品股份有限公司回购报告书》。因公司实施 2024 年前三季度权益分派，公司回 购股份的价格由不超过人民币 47.48 元/股（含）相应调整为不超过 47.19 元/ 股（含）。具体内容详见公司刊登在《证券时报》《中国证券报》《上海证券报》 《证券日报》及巨潮资讯网（www.cninfo.com.cn）上的相关公告。 根据《上市公司股份回购规则》《深圳证券交易所上市公司自律监管指引第 9 ...

Core Viewpoint - Q1 2024 financial results for Qiaqia Foods show a significant decline in net profit, raising concerns about the company's growth trajectory and market position [3][5][6]. Financial Performance - In 2023, Qiaqia Foods reported a revenue of 7.13 billion yuan, a year-on-year increase of 4.8%, and a net profit of 850 million yuan, up 5.8% [3][5]. - For Q1 2024, the company experienced a revenue drop to 1.57 billion yuan, a decrease of 13.8%, and a net profit of 77.24 million yuan, down 67.9% year-on-year [3][5]. Market Position and Challenges - Qiaqia Foods, established in 2001, has been a leading player in the snack food industry, particularly known for its sunflower seeds [4]. - The company is facing challenges due to a shift in consumer preferences and increased competition from brands like Three Squirrels and Good Products [7][8]. Product Performance - Sunflower seed products remain the largest revenue contributor, generating 4.38 billion yuan, accounting for 61.45% of total revenue, but growth is slowing [7]. - The nut product line has grown from 247 million yuan in 2017 to 1.75 billion yuan in 2023, but growth rates have declined significantly [8]. Strategic Initiatives - Qiaqia Foods has announced a cash dividend plan of 4.97 billion yuan and has repurchased shares worth 172 million yuan to support its stock price [9][10]. - The company is also focusing on expanding its overseas market, achieving 569 million yuan in revenue from international sales, a 10.28% increase [10].

Investment Rating - The report adjusts the investment rating for the company to "Accumulate" from a previous rating due to the impact of rising raw material costs and a challenging operating environment in Q1 2025 [1][3]. Core Views - The company experienced a significant decline in revenue and net profit in Q1 2025, with year-on-year changes of -13.8% in revenue and -67.9% in net profit, primarily due to the timing of the Spring Festival and a high base effect from the previous year [1][6]. - The company is focusing on expanding new channels for sunflower seeds and nuts, as well as promoting products in overseas markets, with expectations for improved profit margins in the future [1][6]. - The report revises the EPS forecasts for 2025 and 2026 to 1.41 and 1.59 yuan, respectively, reflecting the anticipated challenges in profitability [1][7]. Financial Performance Summary - In 2024, the company achieved total revenue of 7.131 billion yuan, with a net profit of 849 million yuan, representing a year-on-year growth of 4.8% and 6% respectively [6][14]. - The gross margin for 2024 was reported at 28.8%, an increase of 2.0 percentage points year-on-year, benefiting from cost reductions in sunflower seeds [6][14]. - For Q1 2025, the company reported a gross margin of 19.5%, down 11.0 percentage points year-on-year, indicating pressure on profitability due to increased procurement costs [1][6]. Revenue and Profit Forecast - The company forecasts total revenue growth of 5% for 2025 and 2026, with expected revenues of 7.485 billion and 7.859 billion yuan respectively [7][14]. - The net profit for 2025 is projected to decline to 717 million yuan, a decrease of 16% compared to 2024, before recovering to 804 million yuan in 2026 [7][14]. - The report highlights a decrease in EPS for 2025 to 1.41 yuan, with a slight recovery to 1.59 yuan in 2026 [1][7]. Market Position and Shareholder Information - The company has a total market capitalization of 11.7 billion yuan, with a circulating market value also at 11.7 billion yuan [3]. - The major shareholder, Hefei Huatai Group Co., Ltd., holds a 42.57% stake in the company [3].

Investment Rating - The investment rating for the company is "Buy" and is maintained [7] Core Views - The company achieved a total operating revenue of 7.131 billion yuan in 2024, representing a year-on-year growth of 4.79%. The net profit attributable to the parent company was 849 million yuan, up 5.82% year-on-year, and the net profit after deducting non-recurring gains and losses was 773 million yuan, an increase of 8.86% year-on-year. However, in Q4 2024, the operating revenue was 2.374 billion yuan, a year-on-year increase of only 1.99%, while the net profit attributable to the parent company fell by 24.79% to 223 million yuan [2][4][10] - In Q1 2025, the company reported an operating revenue of 1.571 billion yuan, a decline of 13.76% year-on-year, with a net profit of 77 million yuan, down 67.88% year-on-year [2][4] Summary by Sections Financial Performance - In 2024, the company’s total operating revenue was 7.131 billion yuan, with a gross profit margin of 28.78%, and a net profit margin of 11.91%. The Q4 2024 gross profit margin decreased to 25.83%, and the net profit margin fell to 9.41% [10][4] - The company’s revenue from sunflower seed business grew by 2.6%, while the nut business saw a revenue increase of 9.74% due to new product launches and market expansion [10][4] Cost and Profitability - The rising cost of sunflower seed raw materials has put short-term pressure on the company’s profitability. The net profit margin for Q1 2025 dropped to 4.92%, with a gross profit margin of 19.47% [10][4] - The company is expected to face challenges in Q4 2024 and Q1 2025 due to increased procurement costs and weak demand, leading to a significant impact on gross profit [10][4] Future Outlook - The company plans to diversify its channel layout and continue expanding its nut business, with expectations of new product launches in the coming year. It is anticipated that raw material prices will stabilize, potentially improving gross margins in the latter half of the year [10][4] - The projected EPS for 2025 and 2026 is 1.43 yuan and 1.84 yuan, respectively, with corresponding PE ratios of 17 and 13 times [10][4]