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》等我国现行法律、法规、规范性文件以及《盐津铺子食品股份有限公司 章程》（以下简称"《公司章程》"）的规定，湖南启元律师事务所（以下简称"本 所"）接受盐津铺子食品股份有限公司（以下简称"公司"）的委托，指派本所律 师出席了公司 2025 年第二次临时股东会（以下简称"本次股东会"），对本次股 东会的召集和召开程序、召集人及出席会议人员的资格、表决程序和表决结果的 合法有效性进行现场律师见证，并出具本法律意见书。 为出具本法律意见书，本所律师依法查验了公司提供的下列资料： 湖南启元律师事务所 关于盐津铺子食品股份有限公司 2025年第二次临时股东会的 法律意见书 二零二五年九月 致：盐津铺子食品股份有限公司 （一）本所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 本法律意见书所认定的事实真实、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。 （二）本所出具本法律意见书是基于公司已承诺所有提供给本所的 ...

Market Overview - The leisure food sector increased by 0.16% on September 5, with Laiyifen leading the gains [1] - The Shanghai Composite Index closed at 3812.51, up 1.24%, while the Shenzhen Component Index closed at 12590.56, up 3.89% [1] Key Performers - Laiyifen (603777) closed at 14.78, up 3.07% with a trading volume of 290,800 shares and a turnover of 421 million yuan [1] - Other notable performers include: - Huangshanghuang (002695) at 12.33, up 1.40% [1] - Guangzhou Restaurant (603043) at 17.61, up 1.32% [1] - Yuanzu Co. (603886) at 13.34, up 1.14% [1] Underperformers - Salted Fish (002847) closed at 72.17, down 1.65% with a trading volume of 58,900 shares and a turnover of 420 million yuan [2] - Other underperformers include: - Ximai Food (002956) at 21.25, down 1.62% [2] - Youyou Food (603697) at 12.58, down 0.94% [2] Capital Flow - The leisure food sector experienced a net outflow of 80.43 million yuan from institutional investors, while retail investors saw a net inflow of 72.85 million yuan [2] - Notable capital flows include: - Laiyifen had a net inflow of 11.73 million yuan from institutional investors [3] - Yuanzu Co. saw a net inflow of 12.58 million yuan from institutional investors [3]

Investment Rating - The report maintains a "Buy" rating for the company [4][6]. Core Views - The company achieved a revenue of 2.941 billion yuan in H1 2025, representing a year-on-year growth of 19.58%, with a net profit attributable to the parent company of 373 million yuan, up 16.70% year-on-year [1]. - The company is experiencing strong growth in its konjac product line, with revenue from konjac products reaching 791 million yuan in H1 2025, a remarkable increase of 155.10% year-on-year [2]. - The company is actively adjusting its e-commerce strategy to focus on high-margin products, which is expected to improve operational quality and profitability [2][3]. Financial Performance Summary - In H1 2025, the company's gross margin was 29.66%, with a slight increase to 30.97% in Q2 2025, despite a year-on-year decline due to rising raw material costs [3]. - The net profit margin for H1 2025 was 12.67%, improving to 13.86% in Q2 2025, indicating enhanced profitability through strategic adjustments [3]. - The company has revised its net profit forecasts for 2025-2027 to 809 million, 994 million, and 1.19 billion yuan respectively, reflecting a downward adjustment of 5.4%, 3.0%, and 2.8% [4]. Revenue and Profitability Forecast - The projected revenue growth rates for 2025-2027 are 19.20%, 20.91%, and 18.56% respectively, with corresponding net profit growth rates of 26.38%, 22.95%, and 19.71% [5]. - The earnings per share (EPS) estimates for 2025-2027 are 2.96, 3.65, and 4.36 yuan, with price-to-earnings (P/E) ratios of 25, 20, and 17 respectively [4][5].

Core Viewpoint - The food and beverage industry is experiencing a mixed performance, with some companies showing growth while others face challenges due to market adjustments and inventory pressures [2][8][9]. Market Performance - The Shanghai and Shenzhen 300 Index fell by 0.81%, while the Shenwan Food and Beverage Index decreased by 1.5% during the specified period [1]. - The top five gaining stocks included Huanlejia, Gaisi Food, Qianwei Yangchu, Baihe Co., and Huifa Food [1]. Institutional Insights - Open-source Securities suggests focusing on three lines: national mid-to-high-end recovery, regional leaders, and high-end liquor valuation recovery [2]. - Key companies to watch include Shede Liquor, Shanxi Fenjiu, Gujing Gongjiu, and Moutai, with a focus on new consumption trends and channels [2]. - Huachuang Securities recommends exploring new opportunities in the health product sector, particularly H&H International and Xianle Health [3]. Industry Trends - The liquor industry is undergoing a rational adjustment, with companies like Moutai and Zhenjiu Liudu exploring new paths to enhance market reach [7]. - The white liquor sector is seeing a significant inventory issue, with 20 listed liquor companies holding nearly 170 billion yuan in inventory, leading to cash flow pressures for some mid-tier companies [9]. Company Developments - Wuliangye has launched a promotional campaign allowing car buyers to purchase its liquor at a 25% discount [10][11]. - Yingjia Gongjiu has established a new sales company to enhance its market presence [12]. - Jiusuan Co. has adjusted its growth strategy, focusing on maintaining market share rather than absolute growth [13]. Macro Events - The Chinese warehousing index for August was reported at 49.3%, indicating a decline in new orders and a slowdown in goods turnover, which may impact the food and beverage sector [4]. - The emergence of H5N1 avian influenza in the UK could have implications for poultry-related food products [5]. Financial Metrics - The financial performance of the liquor industry shows a significant disparity, with 15 out of 21 listed companies reporting revenue declines, while only six managed to achieve growth [8]. - The industry is expected to face continued challenges, with some analysts predicting a prolonged adjustment period before recovery [8]. Inventory and Capacity Issues - Many liquor companies are struggling with high inventory levels, with some facing a six-year inventory turnover cycle, which could further strain cash flow [9]. - Despite low capacity utilization rates, some companies continue to expand production, raising concerns about future inventory management [9].

Core Viewpoint - As of September 3, a total of 129 stocks in the Shanghai and Shenzhen markets have experienced net financing inflows for five consecutive days or more, indicating strong investor interest in these stocks [1] Group 1: Stocks with Longest Net Inflows - The stocks with the longest consecutive net inflows are Meishuo Technology and China Steel International, both having recorded net inflows for 16 consecutive trading days [1] - Other stocks with significant consecutive net inflows include Yanjinpuzi, Sanwei Co., Eastern Airlines Logistics, Lante Optics, Lude Environment, Hualan Biological Engineering, Yunnan Energy Investment, and Information Development [1]

Core Viewpoint - Yanjinpuzi (002847.SZ) reported a strong performance in the first half of 2025, with both revenue and net profit showing double-digit growth, driven by its flagship product, the "Big Boss" sesame-flavored konjac product [2][3] Financial Performance - Revenue for the first half reached 2.94 billion yuan, a year-on-year increase of 19.6% [2] - Net profit attributable to shareholders was 373 million yuan, up 16.7% year-on-year [2] - Non-recurring net profit was 334 million yuan, reflecting a growth of 22.5% [2] - Basic earnings per share were 1.38 yuan, an increase of 17.8% [2] Product Performance - The "Big Boss" sesame-flavored konjac product significantly contributed to revenue growth, with sales reaching 791 million yuan, a remarkable increase of 155.1% year-on-year [2] - The share of konjac products in total revenue rose from 12.61% to 26.90% [2] Raw Material Challenges - The surge in demand for konjac products has led to a dramatic increase in raw material prices, with fresh konjac prices rising from over 3,000 yuan per ton to 6,000-7,000 yuan per ton [2][3] - The company maintains a cost advantage due to its upstream layout and focuses on lean manufacturing and smart manufacturing to enhance production efficiency [3] Channel Strategy - The company is adapting to changes in retail channels and consumer habits by optimizing its business strategy [3] - A multi-channel marketing approach is being implemented, including direct sales to major supermarkets, expansion through distributors, and exploration of new retail channels such as community group buying and live streaming [3][4] - The company reported that revenue growth across various channels met its expectations, with strong performance in the quantitative circulation channel and steady growth in the snack wholesale channel [4] Market Outlook - Analysts from Xinda Securities and Southwest Securities are optimistic about the company's future, projecting a net profit of 800 million yuan for the full year of 2025 and maintaining a "buy" rating [5]

Market Overview - The leisure food sector experienced a decline of 1.24% on September 2, with Ziyan Food leading the drop [1][2] - The Shanghai Composite Index closed at 3858.13, down 0.45%, while the Shenzhen Component Index closed at 12553.84, down 2.14% [1] Individual Stock Performance - Ziyan Food's stock price fell by 6.72% to 23.75, with a trading volume of 66,300 shares and a transaction value of 162 million yuan [2] - Other notable declines include: - Ximai Food down 2.82% to 21.40 - Guifaxiang down 2.81% to 12.82 - Three Squirrels down 2.43% to 26.11 [2] Trading Volume and Capital Flow - The leisure food sector saw a net outflow of 262 million yuan from main funds, while retail investors contributed a net inflow of 253 million yuan [2][3] - The trading volume for various stocks included: - Taoli Bread with a closing price of 5.69 and a trading volume of 250,700 shares [1] - Yanzhu Co. with a closing price of 13.17 and a trading volume of 44,400 shares [1] Capital Inflow Analysis - Main funds showed a net inflow in stocks like Taoli Bread (10.27 million yuan) and Youyou Food (3.91 million yuan) [3] - Conversely, stocks like Black Sesame and Maiqu'er experienced net outflows of -20.11 million yuan and -203.98 million yuan, respectively [3]

Investment Rating - The report indicates a cautious outlook for the consumer goods sector, with specific recommendations for companies that demonstrate resilience and growth potential in challenging market conditions [2][4]. Core Insights - The consumer goods sector is experiencing pressure on overall demand and intensified market competition, characterized by declining prices, slow product structure upgrades, and increased costs for acquiring potential customers [2][3]. - Despite the overall challenges, certain companies are performing well, particularly those with strong brand positioning and innovative product offerings, such as salt and pepper products and energy drinks [2][4]. - The report highlights two main investment themes: companies with solid fundamentals and growth potential in the next 2-3 years, and those that may benefit from a recovery in demand across various segments [5][31]. Summary by Sections 1. Snack Foods - The snack food segment shows a divergence in performance, with leading brands like Salted Fish and Wei Long achieving significant revenue growth, while others face challenges due to channel shifts and lower consumer spending [3][12]. - The report notes that the market is transitioning from channel-driven growth to category-driven growth, with health-oriented products gaining traction [12][19]. 2. Restaurant Chains - The restaurant chain segment is under pressure, with major players like Hai Tian and Zhong Ju experiencing varied revenue growth rates, reflecting the competitive landscape and changing consumer preferences [4][34]. - The report emphasizes the importance of adapting to consumer trends, such as the increasing demand for healthy and convenient food options [33][34]. 3. Soft Drinks - The soft drink sector is witnessing improved sales during peak seasons, with health-focused products like sugar-free tea and electrolyte drinks gaining market share [4][12]. - Companies like Nongfu Spring and Dongpeng are highlighted for their strong performance, with significant revenue increases reported [4][12]. 4. Dairy Products - The dairy segment is facing challenges, particularly in liquid milk demand, but cost advantages are noted for certain products, leading to improved profit margins for some companies [5][29]. - The report suggests that companies with diversified product lines and effective cost management strategies are better positioned to navigate the current market conditions [5][29].

Investment Rating - The industry investment rating is maintained as "Add" [5] Core Viewpoints - The snack sector is experiencing differentiated growth, with individual companies showing significant highlights. In H1 2025, the overall revenue of the snack sector was 25.51 billion yuan, a year-on-year decrease of 2.2%. The sector's net profit attributable to shareholders was 1.09 billion yuan, down 40.3% year-on-year, primarily due to cost pressures and the weakening of channel dividends [1][10][12] - In Q2 2025, the snack sector's revenue reached 11.09 billion yuan, a year-on-year increase of 2.2%. However, the net profit attributable to shareholders dropped to 250 million yuan, a decrease of 55.1% year-on-year, indicating increased profit pressure due to cost and expense pressures [2][12] - The report highlights three types of companies that are expected to perform well: those that create core blockbuster products, those that rapidly expand channels, and those that continuously innovate [2][20][22] Summary by Sections Industry Overview - In H1 2025, the snack sector's overall revenue was 25.51 billion yuan, down 2.2% year-on-year. The decline is attributed to the timing of the Spring Festival affecting inventory preparation and a return to normal operating rhythms in Q2 [10][12] - The average gross margin for the snack sector in H1 2025 was 28.3%, a decrease of 2.1 percentage points year-on-year, primarily due to rising costs and changes in channel structure [11][18] Q2 Performance - The snack sector's revenue in Q2 2025 was 11.09 billion yuan, up 2.2% year-on-year, indicating a return to positive growth despite seasonal challenges. However, net profit fell to 250 million yuan, down 55.1% year-on-year, reflecting significant profit pressure [2][12] - The average gross margin in Q2 2025 was 28.4%, down 1.7 percentage points year-on-year, influenced by rising costs and changes in channel structure [13][18] Growth Catalysts - The report emphasizes the importance of product innovation and channel expansion as key growth drivers. Companies that can create blockbuster products and effectively expand their channels are expected to outperform [20][21] - The report identifies specific companies with strong growth potential, including Wei Long, Yan Jin Pu Zi, and You You Food, which are leveraging product demand and channel expansion to drive growth [22] Investment Recommendations - The report suggests focusing on companies that can successfully execute growth strategies along two main lines: product innovation and channel expansion. Key companies highlighted include Wei Long, Yan Jin Pu Zi, You You Food, and Wan Chen Group, which are expected to benefit from favorable market conditions [22]

Market Overview - The leisure food sector increased by 0.05% on September 1, with Qiaqia Food leading the gains [1] - The Shanghai Composite Index closed at 3875.53, up 0.46%, while the Shenzhen Component Index closed at 12828.95, up 1.05% [1] Top Gainers in Leisure Food Sector - Zhizhi Food (002557) closed at 23.17, up 3.58% with a trading volume of 165,300 shares and a turnover of 385 million yuan [1] - Haoxiangni (002582) closed at 10.70, up 3.48% with a trading volume of 375,400 shares and a turnover of 401 million yuan [1] - Liangpinpuzi (603719) closed at 13.62, up 3.10% with a trading volume of 126,000 shares and a turnover of 170 million yuan [1] Top Losers in Leisure Food Sector - Wancheng Group (300972) closed at 204.70, down 3.35% with a trading volume of 65,500 shares and a turnover of 1.337 billion yuan [2] - Chongwu Food (603057) closed at 25.46, down 2.26% with a trading volume of 50,600 shares and a turnover of 130 million yuan [2] - Youyou Food (603697) closed at 13.82, down 2.12% with a trading volume of 225,800 shares and a turnover of 314 million yuan [2] Capital Flow Analysis - The leisure food sector experienced a net outflow of 2.3567 million yuan from institutional investors, while retail investors saw a net inflow of 14.3 million yuan [2][3] - Major stocks like Zhizhi Food had a net inflow of 63.1025 million yuan from institutional investors, despite a net outflow from retail investors [3] - The overall trend indicates a mixed sentiment among different types of investors within the leisure food sector [3]