上海中联（兰州）律师事务所 关于兰州庄园牧场股份有限公司 2026 年第一次临时 股东会的 见证法律意见书 2026LZ 法律意见书 004 号 见证法律意见书 2026LZ 法律意见书 004 号 致：兰州庄园牧场股份有限公司 兰州庄园牧场股份有限公司（以下简称"公司"）2026 年第一次临时股东 会定于 2026 年 1 月 15 日召开，上海中联（兰州）律师事务所（以下简称"本所"） 接受公司的委托，指派霍吉栋律师、田哲元律师（以下简称"本所律师"）出席 本次股东会。 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》")及其他现行有效的法律、法规和规范性法律文件及 《兰州庄园牧场股份有限公司章程》（以下简称"《公司章程》"）的规定出具 《上海中联（兰州）律师事务所关于兰州庄园牧场股份有限公司 2026 年第一次 临时股东会的见证法律意见书》（以下简称"本《法律意见书》"）。 本所律师按照中华人民共和国（以下简称"中国"，仅为本《法律意见书》 之目的，不包括香港特别行政区、澳门特别行政区 ...

庄园牧场公告，持股5%以上股东、董事马红富于2026年1月6日通过集中竞价减持102.14万股，占公司 总股本0.52%；1月7日至1月13日通过集中竞价及大宗交易合计减持184.5万股，占0.94%。其持股由 3219.74万股降至2933.1万股，持股比例降至15.00%，触及5%整数倍。截至公告日，该减持计划尚未实 施完毕，本次权益变动不致影响公司控制权及日常经营。 ...

Group 1 - The beverage and dairy sector increased by 0.22% on January 15, with Zhuangyuan Pasture leading the gains [1] - The Shanghai Composite Index closed at 4112.6, down 0.33%, while the Shenzhen Component Index closed at 14306.73, up 0.41% [1] - Zhuangyuan Pasture's stock price rose by 5.09% to 12.80, with a trading volume of 353,100 shares and a transaction value of 441 million yuan [1] Group 2 - The beverage and dairy sector saw a net inflow of 5.26 million yuan from institutional investors, while retail investors experienced a net outflow of 33.19 million yuan [2] - The top individual stock performers included Zhuangyuan Pasture, which had a net inflow of 41.63 million yuan from institutional investors [3] - Other notable stocks included Yili Group and Dongpeng Beverage, with net inflows of 38.09 million yuan and 36.65 million yuan, respectively [3]

Group 1 - The stock of Zhuangyuan Ranch closed down by 0.92% at a price of 11.91 yuan on January 13 [1] - Two block trades occurred, with a total trading volume of 447,900 shares and a total transaction amount of 4.9538 million yuan [1] - The first transaction was at a price of 11.06 yuan for 201,000 shares, amounting to 2.2231 million yuan, with a premium rate of -7.14% [1] - The second transaction was also at a price of 11.06 yuan for 246,900 shares, totaling 2.7307 million yuan, with the same premium rate of -7.14% [1] Group 2 - In the last three months, Zhuangyuan Ranch has recorded three block trades with a cumulative transaction amount of 9.9546 million yuan [1] - Over the past five trading days, the stock has increased by 5.68%, with a net inflow of main funds totaling 10.3086 million yuan [1]

Core Viewpoint - The company, Lanzhou Manor Pasture Co., Ltd., is a leading player in the dairy industry in Northwest China, focusing on quality and market expansion strategies to enhance its brand presence and sales [2][4]. Company Overview - Lanzhou Manor Pasture Co., Ltd. engages in the production, processing, and sales of dairy products and dairy beverages, with a product range that includes pasteurized milk, sterilized milk, fermented milk, and other liquid dairy products under brands such as "Manor Pasture," "Holy Lake," and "Oriental Fresh Manor" [2][9]. - The company was established on April 25, 2000, and went public on October 31, 2017. Its main business revenue composition includes sterilized milk (37.04%), fermented milk (24.37%), and other dairy products [9]. Market Position - The company has established itself as a leading dairy product enterprise in Gansu and Qinghai, holding a market share of approximately 20% [2]. - The company has implemented a balanced development strategy that aligns market development with supply capabilities, focusing on product safety and freshness [2]. Marketing Strategies - In 2024, the company adopted integrated marketing strategies, leveraging tourism routes to promote new products and enhance market expansion through online and offline channels [3]. - The company has utilized social media platforms and KOLs to increase brand awareness and product visibility, particularly through the promotion of its "Old Lanzhou" product series [3]. Financial Performance - For the period from January to September 2025, the company reported a revenue of 629 million yuan, a year-on-year decrease of 3.10%, while the net profit attributable to shareholders was -48.44 million yuan, reflecting a year-on-year increase of 59.08% [9]. - The company has distributed a total of 64.69 million yuan in dividends since its A-share listing, with cumulative distributions of 12.19 million yuan over the past three years [9]. Ownership and Governance - The company is a state-owned enterprise, ultimately controlled by the Gansu Provincial Government's State-owned Assets Supervision and Administration Commission [4].

Core Viewpoint - The company, Lanzhou Manor Pasture Co., Ltd., is actively expanding its market presence in the dairy industry while aligning with national policies on rural revitalization and ecological agriculture [2][4]. Group 1: Company Overview - Lanzhou Manor Pasture Co., Ltd. primarily engages in the production, processing, and sales of dairy products and dairy beverages, with a product range that includes pasteurized milk, sterilized milk, fermented milk, and various liquid dairy products under brands such as "Manor Pasture," "Holy Lake," and "Oriental Fresh Manor" [2][9]. - The company has established itself as a leading dairy producer in Gansu and Qinghai, holding a market share of 20% [2]. Group 2: Marketing and Sales Strategies - The company has implemented integrated marketing strategies, including promoting new products through tourism routes and leveraging social media platforms for brand awareness and sales [3]. - Online initiatives include developing a Gansu specialty store to boost low-temperature product sales, while offline efforts focus on expanding themed stations and specialty channels in cities like Tianshui and Lanzhou [3]. Group 3: Financial Performance - For the period from January to September 2025, the company reported a revenue of 629 million yuan, reflecting a year-on-year decrease of 3.1%, while the net profit attributable to shareholders was a loss of 48.44 million yuan, which is an increase of 59.08% compared to the previous year [9]. - The company has distributed a total of 64.69 million yuan in dividends since its A-share listing, with 12.19 million yuan distributed over the past three years [10]. Group 4: Shareholder and Market Dynamics - As of September 30, 2025, the number of shareholders decreased by 12.97% to 18,100, while the average circulating shares per person increased by 14.91% to 9,466 shares [9]. - The company is classified under several industry concepts, including domestic dairy, Gansu state-owned assets, biological safety, state-owned enterprise reform, and ecological agriculture [9].

Core Viewpoint - The Chinese dairy product industry is experiencing a decline in production, with a notable decrease in output for 2025 compared to previous years [1] Industry Summary - In November 2025, China's dairy product output was 243,000 tons, representing a year-on-year decrease of 2.7% [1] - From January to November 2025, the cumulative production of dairy products in China reached 2,685,000 tons, showing a cumulative decline of 1.2% [1] - The report by Zhiyan Consulting outlines the market operation status and investment prospects for the Chinese dairy product industry from 2026 to 2032 [1] Company Summary - Listed companies in the dairy sector include Yili Co., Ltd. (600887), Bright Dairy (600597), San Yuan (600429), New Dairy (002946), Huangshi Group (002329), Yantang Dairy (002732), Zhuangyuan Pasture (002910), and Pinwo Foods (300892) [1]

Core Viewpoint - The shareholding reduction by Mr. Ma Hongfu, a major shareholder and director of Lanzhou Zhuangyuan Pastoral Co., Ltd., will not lead to a change in the company's control or affect its daily operations [2][7]. Group 1: Shareholding Changes - Mr. Ma Hongfu's shareholding decreased from 32,197,400 shares to 31,176,000 shares, reducing his ownership percentage from 16.47% to 15.94% of the total share capital of 195,539,347 shares [2][5]. - The reduction in shareholding was pre-disclosed and aligns with the previously announced reduction plan, with the actual reduction falling within the disclosed range [2][6]. Group 2: Reduction Plan Details - The reduction plan allows for a maximum of 5,807,000 shares to be sold within a three-month period from January 6, 2026, to April 3, 2026, through centralized bidding and block trading [4]. - Specifically, up to 1,935,840 shares (1.00% of total share capital) can be sold via centralized bidding, and up to 3,871,160 shares (2.00% of total share capital) can be sold through block trading [4]. Group 3: Compliance and Documentation - The share reduction complies with relevant laws and regulations, including the Securities Law of the People's Republic of China and the Shenzhen Stock Exchange's rules [6][7]. - Documentation related to the shareholding changes includes a notification letter from Mr. Ma and daily changes in shareholding from the China Securities Depository and Clearing Corporation [8].

庄园牧场公告称，持股5%以上股东、董事马红富，于2026年1月6日以集中竞价方式减持公司股份 1,021,400股，占公司总股本的0.52%。变动后，其持股比例从16.47%降至15.94%，触及1%整数倍。本 次减持计划于2026年1月6日至4月3日实施，拟合计减持不超5,807,000股，截至公告日，减持计划尚未实 施完毕。此次变动不会导致公司控制权变更，不影响日常经营。 ...

证券代码：002910 证券简称：庄园牧场 公告编号：2026-002 兰州庄园牧场股份有限公司 关于持股 5%以上股东、董事减持股份 公司于 2025 年 12 月 11 日在《证券时报》《证券日报》《上海证券报》《中 国证券报》及巨潮资讯网（http://www.cninfo.com.cn）上刊登了《兰州庄园牧 场股份有限公司关于持股 5%以上股东、董事减持股份的预披露公告》（公告编 号：2025-064）。马红富先生计划在预披露公告发布之日起 15 个交易日后的 3 个月内（2026 年 1 月 6 日至 2026 年 4 月 3 日）以集中竞价及大宗交易方式合计 减持公司股份不超过 5,807,000 股(不超过公司总股本的 3.00%，总股本为剔除 触及 1%整数倍的公告 马红富先生保证向本公司提供的信息内容真实、准确、完整，没有虚假记载、误导性 陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 特别提示： 1.本次权益变动系兰州庄园牧场股份有限公司（以下简称"公司"）持股5% 以上股东、董事马红富先生减持公司股份，本次权益变动不会导致公司控制权发 生变更，亦不会 ...