湖南启元律师事务所 关于陈克明食品股份有限公司 2025年第四次临时股东会的 法律意见书 1 致：陈克明食品股份有限公司 湖南启元律师事务所（以下简称"本所"）接受陈克明食品股份有限公司（以 下简称"公司"）的委托，指派本所律师出席了公司 2025 年第四次临时股东会 （以下简称"本次股东会"），对本次股东会的召集和召开程序、出席会议人员 及召集人的资格、表决程序和表决结果的合法有效性进行现场律师见证，并发表 本法律意见。 本所律师根据《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》"）、《上市公司股东会规则》 （以下简称"《股东会规则》"）等我国现行法律、法规、规范性文件以及《陈 克明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。 本所律师声明如下： （一）本所律师根据本法律意见书出具日以前已经发生或者存在的事实，严 格履行了法定职责，遵循了勤勉尽责和诚实信用原则，进行了充分的核查验证， 保证本法律意见所认定的事实真实、准确、完整，所发表的结论性意见合法、准 确，不存在虚假记载、误导性陈述或者重大遗漏，并承担相应法律责任。 ...

重要内容提示： 1、本次股东会无变更、增加、否决议案的情况。 证券代码：002661 证券简称：克明食品 公告编号：2025-095 陈克明食品股份有限公司 2025年第四次临时股东会决议的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 2、本次股东会采用现场投票与网络投票相结合的方式召开。 一、会议召开和出席情况 1、会议召开时间： （1）现场会议召开日期和时间：2025年11月21日（星期五）下午15:00 （2）互联网投票的日期和时间： 深圳证券交易所交易系统投票时间2025年11月21日上午9:15—9:25；9:30— 11:30，下午1:00—3:00； 通过深圳证券交易所互联网投票系统投票的时间为2025年11月21日上午9:15 至下午3:00期间的任意时间。 （2）网络投票情况 2、现场会议召开地点：湖南省长沙市雨花区环保科技产业园振华路28号研发 检验大楼四楼会议室 3、表决方式：现场表决和网络投票相结合的方式。 4、会议召集人：公司董事会 5、现场会议主持人：副董事长陈晖女士 6、本次会议的召集、召开和表决程序符合《公司法》等法律、 ...

Core Viewpoint - Kemin Food, once known as the "first stock of noodles," is facing its most severe test since implementing its dual business strategy, with significant declines in both revenue and net profit reported in its latest quarterly results [1][2]. Group 1: Financial Performance - The company's revenue for the first three quarters was 3.195 billion yuan, a year-on-year decrease of 8.07% [1]. - The net profit attributable to shareholders was 124 million yuan, down 20.17% year-on-year, while the net profit excluding non-recurring items was 113 million yuan, a decline of 22.55% [1]. - A notable concern is the substantial drop in net profit for the third quarter, which exceeded the revenue decline [1]. Group 2: Core Business Challenges - The traditional noodle business is experiencing unprecedented challenges due to overall industry slowdown and intensified competition [3]. - Kemin Food, previously dominant in the mid-to-high-end noodle market, is now facing pressure from both national brands and regional small manufacturers, leading to price wars that compress profit margins [3]. - Changing consumer preferences are also impacting the company, as traditional white noodles are increasingly viewed as "refined carbohydrates," resulting in a diversification of staple food choices [3]. - In response, the company is attempting product innovation by launching low-GI noodles and whole wheat noodles, but these efforts have led to a significant increase in sales expenses, further eroding profit margins [3]. Group 3: Cross-Industry Risks - The foray into the pig farming sector has not yielded the expected growth and has instead become a burden on performance [4]. - Kemin Food entered the pig farming industry in 2023 through the acquisition of a controlling stake in Xingjiang Muge, but this strategic shift coincided with a downturn in the pig cycle, resulting in substantial losses for the acquired entity and the company's first loss since its listing [4]. - Although the company has seen an increase in pig output this year, the declining sales prices have led to a year-on-year decline in this segment's performance [4]. - The volatility in pig market prices has increased the impairment losses on inventory assets, negatively impacting overall profits [4]. - The company's financial burden is also increasing, with significant debt repayment pressure and weak short-term solvency, raising concerns about the safety of its cash flow [4]. - Management has acknowledged two core challenges: reversing the decline in food business sales amid decreasing market demand and managing the costs of pig farming amidst price fluctuations [4].

Market Overview - The food processing sector increased by 0.89% on November 13, with Hai Xin Food leading the gains [1] - The Shanghai Composite Index closed at 4029.5, up 0.73%, while the Shenzhen Component Index closed at 13476.52, up 1.78% [1] Individual Stock Performance - Hai Xin Food (002702) closed at 5.91, up 10.06% with a trading volume of 638,700 shares and a transaction value of 356 million [1] - Hui Fa Food (603536) closed at 13.58, up 3.51% with a trading volume of 337,000 shares [1] - Anjij Food (603345) closed at 83.50, up 2.81% with a trading volume of 118,900 shares [1] - Other notable stocks include Ba Bi Food (605338) at 31.86 (+1.89%), Xi Wang Food (000639) at 3.53 (+1.73%), and De Li Si (002330) at 5.40 (+1.50%) [1] Capital Flow Analysis - The food processing sector experienced a net outflow of 12.08 million from institutional investors and 34.16 million from speculative funds, while retail investors saw a net inflow of 46.24 million [2] - Hai Xin Food had a net inflow of 52.30 million from institutional investors, but a net outflow of 23.73 million from speculative funds [3] - Anjij Food saw a net inflow of 23.88 million from institutional investors, with a net outflow of 16.29 million from speculative funds [3]

Summary of Key Points Core Viewpoint - The company has provided updates on its shareholder numbers and cost control measures for its livestock operations, indicating a stable shareholder base and effective cost management in its pig farming segment [1]. Group 1: Shareholder Information - As of November 10, 2025, the total number of shareholders is reported to be 27,718 according to the China Securities Depository and Clearing Corporation [1]. - The number of shareholders, excluding margin trading accounts, stands at 26,530 as of the same date [1]. Group 2: Cost Management - The overall cost of raising pigs at the company's subsidiary, Xingjiang Mugge, is maintained below 13 yuan per kilogram [1]. - For high-performing pig farms, the cost is reported to be below 11 yuan per kilogram [1].

Group 1 - As of November 10, 2025, the total number of shareholders for the company is 27,718 according to the data from China Securities Depository and Clearing Corporation [1] - The number of shareholders, excluding margin trading accounts, is reported to be 26,530 as of the same date [1] - The overall cost of raising pigs for the company's subsidiary, Xingjiang Mugge, is controlled below 13 yuan/kg, with top-performing farms achieving costs below 11 yuan/kg [1]

Core Viewpoint - The food processing sector experienced a slight increase of 0.37% on November 11, with Gais Food leading the gains, while the overall market indices saw declines [1]. Group 1: Market Performance - The Shanghai Composite Index closed at 4002.76, down 0.39%, and the Shenzhen Component Index closed at 13289.0, down 1.03% [1]. - Gais Food's stock price rose by 4.89% to 15.86, with a trading volume of 270,200 shares and a transaction value of 419 million yuan [1]. Group 2: Individual Stock Performance - Other notable gainers included: - Kangbiter, up 4.65% to 18.92, with a trading volume of 53,400 shares and a transaction value of 99.55 million yuan [1]. - Babi Food, up 4.43% to 32.08, with a trading volume of 167,500 shares and a transaction value of 530 million yuan [1]. - Haixin Food, up 3.12% to 5.29, with a trading volume of 397,300 shares and a transaction value of 208 million yuan [1]. Group 3: Capital Flow - The food processing sector saw a net outflow of 159 million yuan from institutional investors, while retail investors contributed a net inflow of 100 million yuan [2]. - Gais Food had a net inflow of 25.86 million yuan from retail investors, indicating strong interest from individual investors [3].

Core Points - The company reported significant growth in pig sales for October 2025, with a total of 40,900 pigs sold, representing a month-on-month increase of 8.09% and a year-on-year increase of 77.27% [1] - The sales revenue for October 2025 reached 36.04 million yuan, showing a month-on-month increase of 7.83% and a year-on-year increase of 71.53% [1] - Cumulatively, from January to October 2025, the company sold 457,500 pigs, an increase of 48.61% compared to the same period last year, with total sales revenue of 467.39 million yuan, up 28.21% year-on-year [1] Sales Performance - In October 2025, the company’s subsidiary, Aksu Xingjiang Muge Food Co., Ltd., achieved a pig sales volume of 40,900 heads [1] - The sales revenue for the same month was 36.04 million yuan, indicating strong performance in the market [1] - The growth in sales volume and revenue is attributed to the release of production capacity [1] Year-to-Date Performance - For the period from January to October 2025, the company reported cumulative sales of 457,500 pigs [1] - The total sales revenue for this period was 467.39 million yuan, reflecting a positive trend in the company's financial performance [1]

Core Viewpoint - The company reported significant growth in pig sales and revenue for October 2025, driven by capacity release in its subsidiary, Aksu Xingjiang Muge Food Co., Ltd [1][2]. Sales Performance - In October 2025, Aksu Xingjiang sold 40,900 pigs, representing a month-on-month increase of 8.09% and a year-on-year increase of 77.27% - The sales revenue for October reached 36.04 million yuan, with a month-on-month increase of 7.83% and a year-on-year increase of 71.53% [1]. - From January to October 2025, cumulative pig sales totaled 457,500 heads, a year-on-year increase of 48.61% - Cumulative sales revenue for the same period was 467.39 million yuan, reflecting a year-on-year increase of 28.21% [1]. Reasons for Growth - The increase in pig sales and revenue is primarily attributed to the release of production capacity [2].

Group 1 - Semiconductor Manufacturing International Corporation (SMIC) plans to acquire 47% equity in SMIC North, with due diligence and evaluation processes still ongoing [1][2] - Zhuhai Gree Supply Chain intends to convert a debt of 200 million yuan into equity to increase capital for Shenzhen Haoneng Technology, changing its status from a wholly-owned subsidiary to a controlling subsidiary [3] - China Huadian Corporation is set to invest 12.043 billion yuan in a combined heat and power generation project integrated with renewable energy in Heilongjiang [4] Group 2 - Yong'an Pharmaceutical announces that some directors and senior management plan to reduce their holdings by up to 0.0799% of the total shares [5] - Lihua Co. reports a 11.44% year-on-year increase in chicken sales revenue for October, totaling 1.461 billion yuan [6] - Degu Technology intends to terminate the acquisition of 100% equity in Haowei Technology due to difficulties in meeting the demands of all parties involved [7] Group 3 - Guocheng Mining plans to pay 3.168 billion yuan in cash to acquire 60% equity in Guocheng Industrial [8] - Yingtang Intelligent Control intends to acquire 100% equity in Guanglong Integration and 80% equity in Aojian Microelectronics, with stock resuming trading on November 10 [9] - Shanshan Holdings announces that its actual controller and major shareholder have divorced, resulting in a change in control [10] Group 4 - Nutaige plans to invest 100 million yuan to establish a wholly-owned subsidiary focused on robotics and related components [11] - Chengxing Co. reports that its Jiangyin factory is currently under temporary shutdown for rectification due to a raw material leak [12] - Xindong Holdings announces that its shareholder Hainan Zhuhua plans to reduce its stake by up to 3% [13] Group 5 - Yonghui Supermarket's vice president has completed a share reduction of 0.0012% [14] - Xi'an Tourism plans to issue A-shares to raise no more than 300 million yuan for working capital and bank loan repayment [15] - Xiaogoods City has successfully acquired land use rights for a commercial site in Yiwu for 3.223 billion yuan [16][17] Group 6 - Tongda Chuangzhi announces a cash dividend of 6 yuan per 10 shares for the 2025 interim period [18] - Shen Nan Electric A received a government subsidy of 8.0518 million yuan, accounting for 36.75% of its last fiscal year's net profit [19] - Founder Technology's subsidiary plans to invest 1.364 billion yuan in an AI expansion project in Chongqing [20] Group 7 - Hezhong China reports significant stock trading fluctuations, indicating a "hot potato" effect [21] - Hengrui Medicine's subsidiary has received approval for clinical trials of SHR-4610 injection for late-stage solid tumors [22] - Sihua Holdings announces the termination of a restructuring investment agreement and continues to seek potential investors [23] Group 8 - Yingwei Technology's subsidiary has won a 27.78% share of a project from China Mobile [24] - Dabeinong reports a 45.20% year-on-year increase in pig sales for October, totaling 5.79 billion yuan [25] - Meihua Biotech's major shareholder has been sentenced for market manipulation, but it does not affect the company's operations [26] Group 9 - Zhongyi Da plans to terminate the issuance of A-shares to specific investors [27] - Zhongji Oil and Gas has received a notice of investigation from the China Securities Regulatory Commission regarding trading violations [28] - China International Trade Corporation announces the resignation of its chairman due to work reasons [29] Group 10 - GAC Group reports a decline in October vehicle sales by 8.10% [30] - Dameng Data has invested 100 million yuan to establish an investment fund focused on the database industry [31] - Zhengbang Technology reports a 78.08% year-on-year increase in pig sales revenue for the first ten months [32] Group 11 - Shanghai Xiba has announced that its directors are under investigation for suspected short-term trading [33] - Changgao Electric New has won a bid for a project from the State Grid worth 246 million yuan [34] - Jianghuai Automobile reports a 5.49% increase in October sales [35] Group 12 - Xintian Green Energy reports a 20.97% year-on-year decrease in power generation for October [36] - Luokang Pharmaceutical's products have been selected in the national centralized procurement [37] - Zhongyuan Home intends to invest 16 million USD in a self-built production base in Vietnam [38] Group 13 - Changcheng Technology has terminated plans for a control change and will resume trading on November 10 [39] - Poly Development reports a significant decrease in signed sales area and amount for October [40] - Wanhua Chemical's MDI phase II facility will undergo maintenance starting November 15 [41]