北京市建国门北大街 8 号华润大厦 20 层 邮编：100005 电话：(86-10) 8519-1300 传真：(86-10) 8519-1350 junhebj@junhe.com 关于天津桂发祥十八街麻花食品股份有限公司 2025 年第一次临时股东会的法律意见书 致：天津桂发祥十八街麻花食品股份有限公司 受贵公司的委托，北京市君合律师事务所（以下简称"本所"）根据《中华 人民共和国公司法》（以下简称"《公司法》"）、《上市公司股东会规则》（以下 简称"《股东会规则》"）等法律、法规、规章及《天津桂发祥十八街麻花食品 股份有限公司章程》（以下简称"《公司章程》"）的有关规定，就贵公司 2025 年第一次临时股东会（以下简称"本次股东会"）的有关事宜，出具本法律意见。 本法律意见书仅就本次股东会的召集和召开程序、出席本次股东会人员的资 格、召集人资格、会议表决程序是否符合中国相关法律、法规及《公司章程》的 规定以及表决结果是否合法有效发表意见，并不对本次股东会所审议的议案内容 以及该等议案所表述的相关事实或数据的真实性、准确性或合法性发表意见。 本法律意见书仅供见证本次股东会相关事项合法性之目的而使用，未经 ...

Core Insights - The leisure food sector experienced a rise of 1.54% on November 28, with "Hao Xiang Ni" leading the gains [1] - The Shanghai Composite Index closed at 3888.6, up 0.34%, while the Shenzhen Component Index closed at 12984.08, up 0.85% [1] Sector Performance - "Hao Xiang Ni" (002582) closed at 10.58, with a gain of 5.69% and a trading volume of 401,000 shares, amounting to a transaction value of 424 million yuan [1] - "Youyou Food" (603697) closed at 13.05, up 4.48%, with a trading volume of 135,200 shares and a transaction value of 175 million yuan [1] - "Wancheng Group" (300972) saw a closing price of 178.52, increasing by 3.05%, with a trading volume of 14,500 shares and a transaction value of 258 million yuan [1] - Other notable performers include "Maiqu Er" (002719) with a 2.76% increase, "Ximai Food" (002956) with a 2.67% increase, and "Guifaxiang" (002820) with a 2.08% increase [1] Capital Flow - The leisure food sector saw a net inflow of 21.35 million yuan from institutional investors, while retail investors experienced a net outflow of 47.42 million yuan [3] - The overall capital flow indicates a mixed sentiment among different investor categories within the leisure food sector [3]

Core Viewpoint - The company is expanding its overseas business through partnerships with professional market development and agency organizations, as well as negotiations with well-known cross-border e-commerce platforms [1] Group 1 - The company's overseas sales revenue is currently a small proportion of total sales [1] - The company is actively working on a plan to develop its overseas market [1] - The company is collaborating with distributors to sell some products abroad [1]

Core Viewpoint - The company is exploring international markets and plans to expand its overseas sales through partnerships with e-commerce platforms and market development agencies [2]. Group 1 - The company has some products sold overseas through distributors, but the revenue from these sales is relatively small [2]. - The company is collaborating with professional overseas market development and agency organizations to formulate expansion plans [2]. - The company is in discussions with well-known cross-border e-commerce platforms to gradually establish its overseas business [2].

Core Viewpoint - The company is expanding its overseas business through partnerships with professional market development and agency organizations, as well as negotiations with well-known cross-border e-commerce platforms [1] Group 1 - The company's products are sold overseas through distributors, but the sales revenue from these markets is relatively small [1] - The company is in the process of developing a plan to expand its overseas business [1] - Collaboration with professional agencies and e-commerce platforms is part of the strategy to gradually build its international presence [1]

Market Overview - The leisure food sector experienced a decline of 1.94% on November 21, with Maiqu'er leading the drop [1] - The Shanghai Composite Index closed at 3834.89, down 2.45%, while the Shenzhen Component Index closed at 12538.07, down 3.41% [1] Individual Stock Performance - Nanjiao Food (605339) saw a significant increase of 10.03%, closing at 20.96, with a trading volume of 81,500 shares and a turnover of 166 million yuan [1] - Maiqu'er (002719) dropped by 8.32%, closing at 8.71, with a trading volume of 140,600 shares and a turnover of 127 million yuan [2] - Other notable declines include Guifaxiang (002820) down 5.51% and Ximai Food (002956) down 4.82% [2] Capital Flow Analysis - The leisure food sector experienced a net outflow of 121 million yuan from institutional investors, while retail investors saw a net inflow of 157 million yuan [2] - The capital flow for Nanjiao Food showed a net inflow of 72.78 million yuan from institutional investors, while it faced a net outflow of 32.42 million yuan from retail investors [3] - Maiqu'er had a net inflow of 4.29 million yuan from institutional investors, but a net outflow of 12.79 million yuan from retail investors [3]

Market Overview - The leisure food sector experienced a decline of 1.9% on November 18, with Wancheng Group leading the drop [1] - The Shanghai Composite Index closed at 3939.81, down 0.81%, while the Shenzhen Component Index closed at 13080.49, down 0.92% [1] Individual Stock Performance - Wancheng Group (300972) closed at 174.91, down 3.24% with a trading volume of 13,800 [1] - Lihai Food (300973) closed at 41.91, down 3.19% with a trading volume of 29,500 [1] - Yanjinpuzi (002847) closed at 74.60, down 2.89% with a trading volume of 27,500 [1] - Maiqu'er (002719) closed at 10.05, down 2.62% with a trading volume of 82,600 [1] - Ximai Food (002956) closed at 25.20, down 2.36% with a trading volume of 44,000 [1] - Nanjiao Food (605339) closed at 19.11, down 2.25% with a trading volume of 86,000 [1] - Huangshanghuang (002695) closed at 12.51, down 2.04% with a trading volume of 50,500 [1] - ST Juewei (603517) closed at 13.96, down 1.76% with a trading volume of 85,000 [1] - Guifaxiang (002820) closed at 13.85, down 1.63% with a trading volume of 113,400 [1] - Hezhima (000716) closed at 6.47, down 1.52% with a trading volume of 201,600 [1] Capital Flow Analysis - The leisure food sector saw a net outflow of 222 million yuan from main funds, while retail investors had a net inflow of 254 million yuan [1] - The table of capital flow indicates varying levels of net inflow and outflow among individual stocks, with notable movements in stocks like Huangshanghuang and Guifaxiang [2]

Core Points - The company held its fifth board meeting on November 12, 2025, where significant governance changes were approved, including the expansion of the board and adjustments to the company's articles of association [1][2][4]. Group 1: Board Meeting Details - The board meeting was conducted with all nine directors present, including two participating via remote voting [1]. - The meeting adhered to the requirements of the Company Law and the company's articles of association [1]. Group 2: Governance Structure Changes - The board approved a proposal to expand its operational scope and adjust its governance structure, which includes eliminating the supervisory board and increasing the board size to 11 members [2][25]. - The proposal also involves amending the articles of association and abolishing the supervisory board's rules [2][25]. Group 3: Institutional Adjustments - The board approved the revision, formulation, and abolition of several internal governance systems to align with the new governance structure [5][26]. - Specific governance documents, including rules for shareholder meetings and board meetings, will be revised or abolished [14][26]. Group 4: Independent Director Appointment - The board approved the appointment of He Zhen as an independent director, pending approval from the shareholders' meeting [7][10]. - The independent director's role is part of the broader governance adjustments aimed at enhancing board functionality [19]. Group 5: Upcoming Shareholders' Meeting - A temporary shareholders' meeting is scheduled for November 28, 2025, to review and approve the board's proposals [14][29]. - The meeting will include discussions on the governance structure changes and the appointment of the independent director [14][35].

Group 1 - The company, Gui Faxiang, is currently selling products on multiple third-party e-commerce platforms including Tmall, JD.com, Douyin, and Pinduoduo [2]

天津桂发祥十八街麻花食品股份有限公司 董事会薪酬与考核委员会工作细则 天津桂发祥十八街麻花食品股份有限公司 董事会薪酬与考核委员会工作细则 天津桂发祥十八街麻花食品股份有限公司 董事会薪酬与考核委员会工作细则 第一章 总则 第一条 为进一步建立健全天津桂发祥十八街麻花食品股份有限公司（以下 简称公司）董事及高级管理人员的考核和薪酬管理制度，完善公司治理结构，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》 《上市公司治理准则》《上市公司独立董事管理办法》《深圳证券交易所股票上市 规则》《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运 作》、其他有关法律、法规、规范性文件及《天津桂发祥十八街麻花食品股份有 限公司章程》（以下简称公司章程），公司设立董事会薪酬与考核委员会（以下简 称薪酬与考核委员会），并制定本工作细则。 第二条 薪酬与考核委员会是根据公司章程设立的专门工作机构，在本工作 细则第十一条规定的职责范围内协助董事会开展相关工作，对董事会负责。 第三条 本工作细则考核对象中董事是指在公司支取薪酬、津贴的董事，高 级管理人员是指董事会聘任的总经理、副总经理 ...