福建立兴食品股份有限公司 审计报告及财务报表 审计报告 信会师报字[2025]第 ZA53501 号 福建立兴食品股份有限公司全体股东： 一、 审计意见 我们审计了福建立兴食品股份有限公司（以下简称立兴食品）财 务报表，包括 2023 年 12 月 31 日、2024 年 12 月 31 日及 2025 年 6 月 30 日的合并及母公司资产负债表，2023 年度、2024 年度及 2025 年 1-6 月的合并及母公司利润表、合并及母公司现金流量表、合并及 母公司所有者权益变动表以及相关财务报表附注。 我们认为，后附的财务报表在所有重大方面按照企业会计准则的 规定编制，公允反映了立兴食品 2023 年 12 月 31 日、2024 年 12 月 二、 形成审计意见的基础 我们按照中国注册会计师审计准则的规定执行了审计工作。审计 报告的"注册会计师对财务报表审计的责任"部分进一步阐述了我们 在这些准则下的责任。按照中国注册会计师职业道德守则，我们独立 于立兴食品，并履行了职业道德方面的其他责任。我们相信，我们获 取的审计证据是充分、适当的，为发表审计意见提供了基础。 三、 管理层和治理层对财务报表的责任 管理 ...

本报告依据中国资产评估准则编制 中铭国际资产评估（北京）有限责任公司 江西煌上煌集团食品股份有限公司拟股权收购事宜 涉及的福建立兴食品股份有限公司股东全部权益 资产评估报告 中铭评报字[2025]第 2194 号 （共壹册 第壹册） Zhong Ming（Bei jing）Assets Appraisal International Co.,Ltd 二○二五年八月十日 江西煌上煌集团食品股份有限公司拟股权收购事宜涉及的福建立兴食品股份有限公司股东全部 权益·资产评估报告 目 录 一、委托人、被评估单位和资产评估委托合同约定的其他资产评估报告使用人概 中铭国际资产评估（北京）有限责任公司 Zhong Ming（Bei jing）Assets Appraisal International Co.,Ltd 江西煌上煌集团食品股份有限公司拟股权收购事宜涉及的福建立兴食品股份有限公司股东全部 权益·资产评估报告 声 明 一、本资产评估报告依据财政部发布的资产评估基本准则和中国资产评估协会 发布的资产评估执业准则和职业道德准则编制。 二、委托人或者其他资产评估报告使用人应当按照法律、行政法规规定及本资产 评估报告载明的 ...

Group 1 - The company held its 16th meeting of the 6th Board of Directors on August 11, 2025, with all 9 directors present, complying with legal and regulatory requirements [1][2] - The Board approved a share transfer agreement to acquire 51% of Fujian Lixing Food Co., Ltd. for a total price of 494.7 million RMB, which will grant the company controlling interest in Lixing Food [1][2] - Following the completion of this transaction, Lixing Food will become a subsidiary of the company and will be included in the consolidated financial statements [2]

Group 1 - The company held its 16th meeting of the 6th Supervisory Board on August 11, 2025, with all three supervisors present, meeting legal and regulatory requirements [1][2] - The Supervisory Board approved the acquisition of controlling interest in Fujian Lixing Food Co., Ltd., stating that the necessary review procedures were followed and the funding will come from the company's own or self-raised funds [1][2] - The acquisition is expected to enhance the company's overall competitiveness and aligns with its long-term strategic development plan, with no harm to the interests of the company or its shareholders, particularly minority shareholders [1][2] Group 2 - The voting result for the acquisition was unanimous, with 3 votes in favor and no votes against or abstaining [2] - The decision will be submitted for review at the company's shareholders' meeting [1][2] - The meeting's resolution was signed by the attending supervisors and stamped with the Supervisory Board's seal [2]

证券代码：002695 证券简称：煌上煌 编号：2025—034 （2）网络投票时间： 通过深圳证券交易所交易系统进行网络投票的具体时 间为：2025 年 8 月 28 日上午 9:15-9:25、9:30-11:30、下午 13:00-15:00；通过深 圳证券交易所互联网投票系统投票的具体时间为：2025 年 8 月 28 日上午 9:15 至下午 15:00 期间的任意时间。 江西煌上煌集团食品股份有限公司 关于召开 2025 年第二次临时股东大会的通知 本公司及董事会全体成员保证信息披露内容真实、准确和完整，没有虚假 记载、误导性陈述或者重大遗漏。 江西煌上煌集团食品股份有限公司（以下简称"公司"）于 2025 年 8 月 11 日召开第六届董事会第十六次会议，会议决定于 2025 年 8 月 28 日（星期四）召 开公司 2025 年第二次临时股东大会，现将此次股东大会的有关事项通知如下： 一、召开会议的基本情况 政法规、部门规章、规范性文件和《公司章程》的规定。 （1）现场会议 2025 年 8 月 28 日（星期四）14:30 开。 （1）现场表决：股东本人出席现场会议或者通过授权委托书（见附件 ...

Mergers and Acquisitions - Jiuding Investment plans to acquire 53.29% stake in Nanjing Shenyuan Intelligent Technology for 213 million yuan, aiming to expand its industrial layout and cultivate new growth points in line with national policies on mergers and acquisitions [1] - Huangshanghuang intends to acquire 51% stake in Lixing Food for 495 million yuan, which will grant it controlling interest and include Lixing Food in its consolidated financial statements [2] Performance Disclosure - Jintuo Co. reported a net profit of 53.35 million yuan for the first half of the year, a year-on-year increase of 49.01%, with revenue reaching 369 million yuan, up 12.44% [3] - Gaozheng Min Explosive announced a net profit of 69.2 million yuan for the first half of the year, reflecting a 25.7% increase, with revenue of 771 million yuan, up 6.55% [4] - Desay SV reported a net profit of 1.223 billion yuan for the first half of the year, a 45.82% increase, with revenue of 14.644 billion yuan, up 25.25%, driven by growth in its smart cockpit and smart driving businesses [5] Shareholding Changes - Qide New Materials' controlling shareholder plans to reduce its stake by up to 2% within three months following the announcement [6] - Yiwei Communication's shareholders plan to collectively reduce their holdings by up to 4.14% within three months following the announcement [7] - Feilu Co.'s shareholders plan to reduce their holdings by up to 3.13% within three months following the announcement due to personal financial needs [8] Risk Matters - Chunxing Precision's subsidiary is involved in an arbitration case amounting to approximately 806 million yuan, which may lead to financial pressure if the subsidiary loses the case [9] - Huangting International's subsidiary's asset will be judicially auctioned, potentially triggering financial delisting risk due to its significant impact on the company's total assets and revenue [10]

Group 1 - Wanhua Chemical reported a 25.10% decrease in net profit for the first half of 2025, with revenue of 90.90 billion yuan, down 6.35% year-on-year [1][2] - The company's net profit attributable to shareholders was 6.12 billion yuan, while the net profit excluding non-recurring items was 6.24 billion yuan, both showing significant declines [1][2] - Despite challenges such as weak international demand and geopolitical tensions, the chemical industry in China maintained stable development due to domestic consumption upgrades and diversified export markets [2] Group 2 - Satellite Chemical achieved a 33.44% increase in net profit for the first half of 2025, with total assets reaching 69.30 billion yuan, up 5.58% year-on-year [4][5] - The company reported revenue of 23.46 billion yuan, a 20.93% increase compared to the previous year, demonstrating resilience in a complex environment [4][5] - The company is focusing on technological innovation and plans to invest 3 billion yuan in high-performance catalyst projects [5] Group 3 - Shengnong Development reported a 22.02% increase in sales revenue for July 2025, reaching 2.13 billion yuan, with significant growth in both poultry and processed meat segments [6][7] - The company noted a strong performance in high-value channels, with retail channel revenue growing over 30% year-on-year [7] Group 4 - Desay SV reported a 45.82% increase in net profit for the first half of 2025, with revenue of 14.64 billion yuan, up 25.25% year-on-year [8] - The smart cockpit and smart driving businesses contributed significantly to the revenue growth, with sales of 9.46 billion yuan and 4.15 billion yuan respectively [8] Group 5 - New Qianglian reported a remarkable 496.60% increase in net profit for the first half of 2025, with revenue of 2.21 billion yuan, up 108.98% year-on-year [16] - The company demonstrated strong growth in its financial performance, indicating effective operational strategies [16] Group 6 - Fuda Co. reported a 98.77% increase in net profit for the first half of 2025, with revenue of 937 million yuan, up 30.26% year-on-year [18] - The company showed significant growth in net profit excluding non-recurring items, indicating strong operational performance [18] Group 7 - Tianzhun Technology reported a revenue increase of 10.32% for the first half of 2025, reaching 597 million yuan, but still recorded a net loss of 14 million yuan [19] - The company’s total assets grew by 9.99% year-to-date, indicating a positive trend in asset management [19] Group 8 - Huafeng Chemical reported a 35.23% decrease in net profit for the first half of 2025, with revenue of 12.14 billion yuan, down 11.7% year-on-year due to industry downturns [28] - The company faced challenges with declining product prices across various segments, impacting overall profitability [28] Group 9 - The company Zhishang Technology plans to acquire 99.86% of Hengyang Data for 1.15 billion yuan, focusing on AI and cloud computing solutions [29] - This acquisition aims to enhance the company's capabilities in intelligent computing and data processing [29] Group 10 - Huangshanghuang plans to acquire 51% of Lixing Food for 495 million yuan, which will allow it to gain control over the food manufacturing company [30] - This acquisition is part of the company's strategy to expand its product offerings and market presence [30] Group 11 - Beida Pharmaceutical faces significant revenue and profit declines due to the termination of its business cooperation with Peking University International Hospital, projecting a loss of approximately 600 million yuan in sales [31] - The company is exploring new directions for transformation, but faces uncertainty regarding its future operations [31]

Core Viewpoint - The company Huangshanghuang (002695) plans to acquire 51% of Lixing Food for 4.95 billion yuan, which is expected to significantly enhance its net profit [1][2]. Group 1: Acquisition Details - The acquisition involves purchasing shares from multiple shareholders of Lixing Food, with a total transaction price of 4.947 billion yuan [2][4]. - Lixing Food reported a revenue of 415 million yuan and a net profit of 42.22 million yuan for 2024, with a commitment to achieve a cumulative net profit of no less than 264 million yuan from 2025 to 2027 [2][5]. - The transaction is subject to shareholder approval and will be funded through the company's own or self-raised funds [2][6]. Group 2: Financial Impact - After the acquisition, Huangshanghuang will have controlling interest in Lixing Food, which will be consolidated into its financial statements, potentially boosting its performance [4][6]. - In the first half of the year, Huangshanghuang reported a net profit of 76.92 million yuan, while Lixing Food's net profit was 41.88 million yuan, indicating a positive impact on Huangshanghuang's overall financial results [4][6]. Group 3: Company Background and Market Position - Lixing Food, established in 2006, specializes in OEM/ODM processing services and has a diverse product range, including freeze-dried foods, which are popular domestically and internationally [5][7]. - The acquisition is expected to allow Huangshanghuang to leverage Lixing Food's sales channels and market resources, facilitating entry into emerging markets and broadening its consumer base [5][7]. Group 4: Performance Metrics - Lixing Food's financial performance shows growth potential, with a revenue of 251 million yuan and a net profit of 41.88 million yuan in the first half of 2025 [5][6]. - The valuation of Lixing Food's 100% equity is set at 970 million yuan, with a premium of approximately 250% over its net assets as of June 2025 [7]. Group 5: Historical Performance of Huangshanghuang - Huangshanghuang has experienced declining revenues and net profits from 2020 to 2024, with a notable drop in revenue from 24.36 billion yuan in 2020 to 17.39 billion yuan in 2024 [8][9]. - The company reported a recovery in performance in the first half of 2025, with a non-recurring net profit of 68.1 million yuan [8]. Group 6: Market Capitalization - As of August 11, Huangshanghuang's market capitalization stood at 8.918 billion yuan [10].

Group 1 - The company Huashanghuang announced the acquisition of 51% equity in Fujian Lixing Food from several shareholders for a total price of 49,470,000 RMB, which will grant the company controlling interest in Lixing Food [1] - Fujian Lixing Food, established in 2006, specializes in providing comprehensive OEM/ODM services and has a diverse product range including freeze-dried fruits, vegetables, instant foods, beverages, dairy products, and more, earning the title of "master of all categories of freeze-drying" [1] Group 2 - The shareholders have committed to performance targets for Lixing Food, with audited net profits for 2025, 2026, and 2027 set at no less than 75 million, 89 million, and 100 million RMB respectively, totaling 264 million RMB [2] - The acquisition is expected to enhance the company's overall competitiveness and align with its long-term strategic development plans, positively impacting its financial status and operational results [2] - The funding for this transaction will come from the company's own or self-raised funds, ensuring that normal business operations remain unaffected [2]

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected stock price increase of over 15% relative to the industry index in the next six months [15]. Core Views - The company is experiencing pressure on store numbers, but cost advantages and expense optimization are driving significant profit growth [1][3]. - The company aims to enhance its brand appeal to younger consumers and focuses on product category development [4]. - Digital transformation initiatives are being implemented to empower terminal operations and improve efficiency [2]. Financial Performance Summary - For 2023, the company is projected to achieve a revenue of 1,921 million yuan, with a year-on-year growth rate of -1.7%. By 2027, revenue is expected to reach 2,407 million yuan, reflecting a growth rate of 9.1% [1]. - The net profit attributable to the parent company is forecasted to be 71 million yuan in 2023, with a significant increase of 129% year-on-year. By 2027, it is expected to grow to 154 million yuan, with a growth rate of 28.8% [1]. - The company's gross margin for the first half of 2025 was 31.96%, with a net profit margin of 7.82%, showing an improvement in profitability despite revenue challenges [3]. Store Operations and Market Strategy - As of June 30, 2025, the company operates 2,898 specialty stores, with a notable reduction in both direct and franchise stores compared to the beginning of the year [2]. - The company plans to optimize its store structure and focus on deepening its existing market while exploring new opportunities [2]. Brand and Product Development - The company is actively engaging in marketing strategies to attract younger demographics, including sponsorships and collaborations with over 200 brands [4]. - The focus on product innovation has led to the elimination of inefficient SKUs, with a significant emphasis on the hand-pulled sauce duck product, which accounted for 22% of sales by mid-2025 [4]. Future Growth Projections - Revenue projections for 2025-2027 are 19.59 billion yuan, 22.06 billion yuan, and 24.07 billion yuan, respectively, with corresponding net profits of 0.88 billion yuan, 1.19 billion yuan, and 1.54 billion yuan [6].