广东信达律师事务所 股东会法律意见书 中国深圳市福田区益田路6001号太平金融大厦11-12楼 邮政编码：518038 11F-12F Taiping Finance Tower, 6001Yitian Road, Futian District, Shenzhen, PRC 电话（Tel）：（0755）88265288 传真（Fax）：（0755）88265537 电子邮件（E-mail）：info@ sundiallawfirm.com 网站（Website）：www. sundiallawfirm.com 广东信达律师事务所 关于桂林西麦食品股份有限公司 2025 年第二次临时股东会的 法律意见书 信达会字（2025）第 363 号 致：桂林西麦食品股份有限公司 广东信达律师事务所（以下简称"信达"）接受桂林西麦食品股份有限公司 （以下简称"公司"）的委托，指派信达律师参加公司 2025 年第二次临时股东会 （以下简称"本次股东会"），并进行必要的验证工作。信达指派的律师对本次股 东会的合法性进行见证，并出具本《广东信达律师事务所关于桂林西麦食品股份 有限公司 2025 年第二次临时股东会的法律意见书》 ...

证券代码：002956 证券简称：西麦食品 公告编号：2025-051 桂林西麦食品股份有限公司 2025 年第二次临时股东会决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整、没有虚 假记载、误导性陈述或重大遗漏。 重要提示 1、本次股东会无变更、否决提案的情况； 2、本次股东会未涉及变更以往股东会已通过的决议。 一、会议召开情况 1、会议召集人：桂林西麦食品股份有限公司（以下简称"公司"）董事会。 4、会议时间： 现场会议时间：2025 年 11 月 18 日 14：30 网络投票时间：2025 年 11 月 18 日 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 11 月 18 日上午 9:15-9:25、9:30-11:30，下午 13:00-15:00；通过深交所互联网投票系 统（http://wltp.cninfo.com.cn）投票的具体时间为：2025 年 11 月 18 日上午 9：15 至下午 15：00 期间的任意时间。 5、股权登记日：2025 年 11 月 13 日 6、会议主持人：公司董事长谢庆奎先生主持本次会议。 2、会议地点：广西桂林高新技术 ...

Core Insights - The article highlights a trend of decreasing shareholder accounts among 768 companies, indicating a concentration of shares among fewer investors [1][2] - A total of 77 companies have seen their shareholder accounts decline for more than three consecutive periods, with some experiencing declines for up to 11 periods [1] - The article provides a detailed analysis of companies with significant decreases in shareholder accounts and their corresponding stock performance [2][3] Shareholder Account Trends - ST Renzihang has the highest decline in shareholder accounts, with a total of 43,956 accounts, down 21.54% over 11 periods [1] - Yihau New Material has seen a decline of 33.91% in its shareholder accounts, totaling 15,337 accounts over 8 periods [1] - Other notable companies with decreasing shareholder accounts include *ST Huike, Jiuding New Material, and Shuangfei Group [1] Stock Performance Analysis - Among the companies with declining shareholder accounts, 38 have seen their stock prices increase, while 39 have experienced declines [2] - Notable stock performers include Ximai Food, Allianz Ruishi, and ST Xianhe, with respective increases of 30.98%, 29.96%, and 21.63% [2] - 31 companies, or 40.26%, outperformed the Shanghai Composite Index during this period, with Ximai Food, Allianz Ruishi, and ST Xianhe showing relative returns of 29.88%, 26.83%, and 20.16% respectively [2] Industry and Sector Insights - The industries with the highest concentration of companies experiencing declining shareholder accounts include machinery, computers, and electronics, with 8, 7, and 7 companies respectively [2] - The distribution of companies with declining shareholder accounts is primarily in the main board (41 companies), followed by the ChiNext board (35 companies) and the Sci-Tech Innovation Board (1 company) [2] Institutional Activity - In the past month, 16 companies with declining shareholder accounts have been subject to institutional research, with Henghui Anfang, Jinhui Co., and First Entrepreneurship receiving the most attention, each with 2 research instances [2] - The companies with the highest number of participating institutions in research include Ximai Food (74 institutions), Henghui Anfang (47 institutions), and Kairun Co. (47 institutions) [2]

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 Viewpoint - The leisure food sector experienced a rise of 0.79% on November 17, with Nanqiao Food leading the gains, while the overall market indices showed a decline [1] Group 1: Market Performance - The Shanghai Composite Index closed at 3972.03, down 0.46% [1] - The Shenzhen Component Index closed at 13202.0, down 0.11% [1] Group 2: Individual Stock Performance - Nanqiao Food (605339) closed at 19.55, up 4.38% with a trading volume of 143,200 shares and a turnover of 277 million yuan [1] - Ximai Food (002956) closed at 25.81, up 3.41% with a trading volume of 57,900 shares and a turnover of 146 million yuan [1] - Wancheng Group (300972) closed at 180.77, up 1.58% with a trading volume of 14,400 shares and a turnover of 259 million yuan [1] - ST Juewei (603517) closed at 14.21, up 1.57% with a trading volume of 96,700 shares and a turnover of 137 million yuan [1] - Yuanzu Co. (603886) closed at 13.28, up 1.30% with a trading volume of 105,300 shares and a turnover of 141 million yuan [1] Group 3: Capital Flow Analysis - The leisure food sector saw a net outflow of 140 million yuan from institutional investors, while retail investors had a net inflow of 197 million yuan [2] - The main stocks with significant capital flow include ST Juewei with a net inflow of 19.94 million yuan from institutional investors [3] - Other notable stocks include Ximai Food with a net outflow of 2.98 million yuan from institutional investors and a net inflow of 7.07 million yuan from retail investors [3]

Investment Rating - Investment advice indicates a sector recovery catalyzed by recent CPI data, focusing on growth and supply-demand inflection points [5][16]. Core Views - The report emphasizes the importance of consumer goods growth, particularly in beverages, snacks, and food ingredients, while also highlighting structural opportunities in the baijiu sector [5][16]. - CPI data shows a positive trend with October CPI year-on-year at +0.2% and core CPI at +1.2%, indicating a recovery in domestic demand [6][16]. - The baijiu industry is undergoing accelerated clearing, with expectations for improved sales and inventory adjustments leading into 2026 [7][16]. - Consumer goods are expected to benefit from stabilization and recovery, with a focus on low valuation and high dividend stocks [8][16]. Summary by Sections Investment Recommendations - Recommended baijiu stocks include Shanxi Xinghuacun Fen Wine Factory, Gujing Distillery, and stable targets like Kweichow Moutai and Wuliangye [5][16]. - Beverage growth is highlighted with recommendations for Eastroc Beverage and Nongfu Spring, alongside low valuation stocks like China Foods and Tingyi [5][16]. - Snack and food ingredient stocks recommended include Bailong Chuangyuan, Yankershop Food, and Three Squirrels [5][16]. - Beer recommendations include Yanjing Brewery and Tsingtao Brewery, while condiment stocks like Haitian Flavoring & Food are also suggested [5][16]. Baijiu Sector Insights - The baijiu sector is experiencing a significant adjustment, with industry destocking still in progress and a focus on promotional sales for 2026 [7][16]. - Recent sales data from JD.com shows a +18% year-on-year increase in liquor sales during the Double 11 shopping festival, indicating a positive market response [7][16]. Consumer Goods Outlook - Consumer goods are expected to see growth as the mainline, with structural differentiation evident in beverages, snacks, and health products [8][16]. - The report notes that companies with product innovation and channel expansion will have growth advantages, particularly in the context of recent service and non-food price recoveries [8][16].

Summary of Conference Call on Dairy and Beverage Industry Industry Overview - The dairy industry is experiencing a continuous capacity reduction, with expectations for supply-demand balance improvement by mid to late 2026, leading to potential stabilization in milk prices. As of October, milk prices remained stable at 2.94 yuan per kilogram, with a production loss of approximately 0.2 yuan per kilogram and a loss rate of about 5% [2][2][2]. Key Points on Dairy Companies New Dairy Industry - New Dairy reported a strong performance in October, continuing the trend from Q3, with double-digit growth in low-temperature fresh milk and yogurt. The company is expanding into new channels, achieving significant revenue from collaborations, and is expected to meet its profit margin targets ahead of schedule by 2026 [4][4][4]. Mengniu Dairy - Mengniu's Q3 results met expectations, with stable market share following price reductions on its flagship product. The company anticipates stable revenue and profit margin growth through 2026, with a relatively low valuation providing investment flexibility [5][5][5]. Yili Group - Despite weak overall demand, Yili's low-temperature milk and other segments showed positive growth, with low-temperature white milk exceeding 20% growth. The company is expected to stabilize its liquid milk business by 2026, benefiting from diversified product offerings and channels [6][7][6][7]. Miao Ke Lan Duo and Youran Dairy - Miao Ke Lan Duo is experiencing rapid growth in the B-end market, with significant C-end product launches. The company is expanding its deep processing of dairy products, which is expected to improve profitability. Youran Dairy is increasing fresh milk supply with stable prices, supporting profits, and is projected to enhance profitability further with a reduction in livestock numbers [8][8][8]. Beverage Industry Insights Master Kong - Master Kong's beverage business saw a slight decline in Q3, but the drop has narrowed in October. The company expects to stabilize its beverage business next year, with a focus on promotional activities and potential price adjustments for its one-liter products [9][10][9][10]. Nongfu Spring - Nongfu Spring's water business experienced double-digit growth in October, with its sugar-free tea brand capturing nearly 80% market share. The company is expected to maintain steady revenue and profit growth, making it a strong long-term investment choice [10][10][10]. Dongpeng Beverage - Dongpeng Beverage reported a nearly 30% growth rate, with ambitious annual targets. The company shows significant growth potential from a valuation perspective [10][10][10]. Investment Recommendations - The dairy sector is recommended for investment due to expected improvements in profitability and market conditions by 2026. Companies like Mengniu, Yili, and New Dairy are highlighted for their growth potential and stable valuations [5][7][4][4]. - In the beverage sector, Master Kong and Nongfu Spring are noted for their resilience and growth prospects, making them attractive investment options [9][10][10].

《底部布局，柳暗花明—行业投资策 略》-2025.11.14 《白酒底部布局，兼顾成长型标的— 行业周报》-2025.11.9 《三季报业绩压力增大，白酒报表持 续出清—行业周报》-2025.11.2 消费板块共振上涨，消费行业结构性回暖 ——行业周报 食品饮料 2025 年 11 月 16 日 投资评级：看好（维持） 行业走势图 数据来源：聚源 -14% -7% 0% 7% 14% 22% 29% 2024-11 2025-03 2025-07 食品饮料 沪深300 相关研究报告 张宇光（分析师） 张思敏（分析师） zhangyuguang@kysec.cn 证书编号：S0790520030003 zhangsimin@kysec.cn 证书编号：S0790525080001 核心观点：消费已有企稳迹象，布局机会渐行渐近 11 月 10 日-11 月 14 日，食品饮料指数涨幅为 2.8%，一级子行业排名第 5，跑赢 沪深 300 约 3.9pct，子行业中预加工食品（+6.9%）、烘焙食品（+5.1%）、乳品 （+4.3%）表现相对领先。本周消费板块集体上行，是由于 10 月 CPI 由负转正 引发催化， ...

Core Viewpoint - The A-share market is experiencing increased volatility and sector rotation, with brokerages adjusting stock ratings significantly as they anticipate a bullish trend for 2026, suggesting a transition towards a low-volatility slow bull market [1][8]. Group 1: Stock Ratings Adjustments - A total of 23 stocks have had their ratings upgraded since the end of October, primarily in the electronics, pharmaceutical, food and beverage, power equipment, and automotive parts sectors [2][6]. - The electronics sector has the highest number of upgrades, with companies like Guangliwei and Zhongwei receiving positive attention due to strong performance and high technical barriers [2][4]. - The pharmaceutical sector saw upgrades for companies such as Deyuan Pharmaceutical and Yiling Pharmaceutical, driven by innovation in drug development and expected performance recovery [3][4]. Group 2: Sector Performance - The food and beverage sector has also seen increased attention, with stocks like Ximai Food and Qingdao Beer receiving upgrades, indicating a positive outlook [3][4]. - Conversely, around 40 stocks have had their ratings or target prices downgraded, mainly in the pharmaceutical, food and beverage, electronics, and beauty care sectors, reflecting short-term performance pressures and declining gross margins [6][7]. - Notable downgrades in the pharmaceutical sector include Aibo Medical and Guizhou Moutai, with reasons linked to competitive pressures and performance under expectations [6][7]. Group 3: Market Outlook for 2026 - Major brokerages like CITIC Securities and CICC are optimistic about the A-share market in 2026, predicting a transition to a mature market with a focus on global demand rather than just domestic [8][9]. - The investment strategy emphasizes the importance of global market dynamics and the potential for Chinese companies to gain pricing power in the global value chain [8][9]. - CICC suggests a balanced market style in 2026, with a focus on growth sectors, external demand, and cyclical reversals, while also highlighting the importance of technology and resource sectors [9].

Market Overview - The leisure food sector increased by 0.21% on November 13, with Yuanzi Co. 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 - Yuanzi Co. (603886) closed at 13.58, up 3.98% with a trading volume of 132,500 shares and a turnover of 179 million yuan [1] - Ximai Food (002956) closed at 24.80, up 3.16% with a trading volume of 54,600 shares and a turnover of 134 million yuan [1] - Other notable performers include: - Liangpinpuzi (603719) at 12.91, up 1.25% [1] - Nanjiao Food (605339) at 17.69, up 1.20% [1] - Laiyifen (603777) at 13.94, up 1.16% [1] Capital Flow Analysis - The leisure food sector experienced a net outflow of 154 million yuan from institutional investors, while retail investors saw a net inflow of 248 million yuan [2] - The capital flow for individual stocks shows: - Yuanzi Co. had a net inflow of 16.71 million yuan from institutional investors [3] - Salted Fish (002847) had a net inflow of 7.79 million yuan from institutional investors [3] - Purple Onion Food (603057) had a net inflow of 5.88 million yuan from institutional investors [3] Summary of Trading Data - The trading data for the leisure food sector indicates varied performance among stocks, with some experiencing significant gains while others faced declines [1][2] - The overall market sentiment appears positive, as indicated by the rise in major indices and the performance of leading stocks in the leisure food sector [1]