北京市中伦（深圳）律师事务所 2025 年第一次临时股东大会的 法律意见书 二〇二五年八月 北京市中伦（深圳）律师事务所 关于甘源食品股份有限公司 2025 年第一次临时股东大会的 关于甘源食品股份有限公司 法律意见书 致：甘源食品股份有限公司 北京市中伦（深圳）律师事务所（以下简称"本所"）接受甘源食品股份有 限公司（以下简称"公司"）的委托，就公司 2025 年第一次临时股东大会（以 下简称"本次股东大会"）的召集和召开程序、召集人资格、出席会议人员资格、 表决程序及表决结果等事宜，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、规范性文件以及《甘源食品股份有限公司章程》（以下简称"《公司章程》"） 的相关规定出具本法律意见书。 为出具本法律意见书，本所委派律师（以下简称"本所律师"）出席了公司 本次股东大会现场会议，审查了公司提供的与本次股东大会有关的文件和材料。 公司已向本所保证，公司已向本所披露一切足以影响本法律意见书出具的事实， 并提供了本所为出具本法律意见书所要求公司提供的原始书面材料、副本材料、 复印材料、电子数据材 ...

Summary of Key Points Core Viewpoint - On August 28, Ganyuan Food executed a block trade of 55,000 shares, amounting to 3.1691 million yuan, which represented 3.29% of the total trading volume for the day, with a transaction price of 57.62 yuan, reflecting a 1% discount compared to the market closing price of 58.2 yuan [1]. Group 1 - The block trade involved 55,000 shares of Ganyuan Food at a price of 57.62 yuan per share [2]. - The total transaction value for the block trade was 3.1691 million yuan [1][2]. - The trade accounted for 3.29% of the total trading volume on that day [1].

Group 1: Recommended Stocks - Torch Electronics (603678.SH) shows confidence with an employee stock ownership plan despite a 20.04% decline in revenue to CNY 2.8 billion in 2024[9] - Jiejie Microelectronics (300623.SZ) reported a 35.05% increase in revenue to CNY 2.845 billion and a 115.87% rise in net profit to CNY 473 million in 2024[13] - Meige Intelligent (002881.SZ) leads in smart cockpit modules with a 35.1% market share, achieving 881,000 units shipped in 2024[19] - Kingsoft Office (688111.SH) achieved a revenue of CNY 26.57 billion in H1 2025, a 10.12% year-on-year increase[20] - Parker New Materials (605123.SH) aims for high-end markets with a focus on aerospace and energy sectors, despite a 46.37% drop in net profit in 2024[25] - Jinyinhai (300619.SZ) is a leader in lithium battery equipment, expecting revenues of CNY 18.95 billion in 2025[29] Group 2: Financial Metrics and Projections - Torch Electronics forecasts EPS of CNY 1.10, 1.40, and 1.74 for 2025-2027[12] - Jiejie Microelectronics anticipates EPS of CNY 0.78, 1.02, and 1.35 for 2025-2027[16] - Kingsoft Office projects net profits of CNY 17.68 billion, 21.50 billion, and 26.93 billion for 2025-2027, with a PE ratio of 84, 69, and 55 respectively[23] - Jinyinhai expects net profits of CNY 0.11 billion, 0.80 billion, and 2.60 billion for 2025-2027, with a PE ratio of 318.45X, 45.82X, and 14.01X[35]

Market Overview - The leisure food sector increased by 0.17% on August 28, with Wancheng Group leading the gains [1] - The Shanghai Composite Index closed at 3843.6, up 1.14%, while the Shenzhen Component Index closed at 12571.37, up 2.25% [1] Individual Stock Performance - Wancheng Group (300972) closed at 176.50, up 5.35% with a trading volume of 38,400 lots and a transaction value of 666 million [1] - Lihai Food (300973) closed at 48.29, up 2.29% with a trading volume of 54,300 lots [1] - Huangshanghuang (002695) closed at 12.59, up 2.11% with a trading volume of 122,600 lots [1] - Other notable stocks include Nanchao Food (605339) and Laiyifen (603777), which saw increases of 1.34% and 0.87% respectively [1] Fund Flow Analysis - The leisure food sector experienced a net outflow of 120 million from institutional investors, while retail investors saw a net inflow of 1.29 billion [2][3] - Major stocks like Wancheng Group had a net inflow of 99.43 million from institutional investors, while retail investors had a net outflow of 70.15 million [3] - Lihai Food saw a net inflow of 38.10 million from institutional investors, but a net outflow of 59.11 million from retail investors [3]

Group 1 - On August 27, Ganyuan Foods executed a block trade of 60,000 shares, with a transaction amount of 3.4944 million yuan, accounting for 4.05% of the total transaction volume for the day [1][2] - The transaction price was 58.24 yuan, which represents a 1% discount compared to the market closing price of 58.83 yuan [1][2]

Economic News - The State Council has issued opinions on the implementation of the "Artificial Intelligence +" initiative, aiming for AI applications to exceed 70% by 2027 and 90% by 2030, with a significant growth in the core industries of the smart economy [1][4] - The National Development and Reform Commission emphasizes the need for coordinated efforts across regions and departments to implement AI policies effectively, while also enhancing legal and regulatory frameworks [1][2] - The National Energy Administration reports that energy industry investments have shown a steady increase, with annual investments surpassing 4 trillion, 5 trillion, and 6 trillion yuan during the 14th Five-Year Plan period, indicating a growth rate of over 16% [4] Company Insights - Meige Intelligent (002881.SZ) is highlighted as a recommended stock, indicating potential growth in the smart technology sector [3] - Apple plans to hold a major product launch event on September 9, 2025, expected to unveil the iPhone 17 series, reflecting ongoing innovation in consumer electronics [5] - Anta Sports is rumored to be in discussions to acquire a stake in Puma, indicating potential strategic moves in the sportswear market [5] - Yuntian Lifei has developed a high-performance SoC chip series, Deep Edge10, which supports various AI models, showcasing advancements in AI technology [5] - Alibaba has updated its open-source video generation model to enhance its competitive edge in AI, indicating a focus on rapid technological upgrades [5] - Tencent and Wanda have established a significant investment partnership, reflecting a trend of collaboration among major companies to leverage technology in physical retail [5] Industry Analysis - The report on Albo New Materials (300811.SZ) indicates a steady revenue growth of 8.11% year-on-year, driven by strong performance in metal soft magnetic powder and chip inductor businesses [6][7] - The metal soft magnetic powder business has maintained strong growth, with revenues increasing by 11.97% year-on-year, and the company has entered supply chains of major clients like BYD and Huawei [7][9] - The chip inductor business has faced a temporary decline but is expected to recover as it expands into new semiconductor power supply applications, particularly in AI [8][12] - The company anticipates significant revenue growth from its new production facilities in Huizhou and Thailand, with projected revenues of 20.91 billion, 25.75 billion, and 30.57 billion yuan from 2025 to 2027 [12]

Investment Rating - The report gives a "Strong Buy" rating for the company, marking its first coverage [4][8]. Core Viewpoints - The company is expected to improve gradually each quarter, leveraging its product flavor development advantages and expanding its product range [1][27]. - The company has shown strong growth potential with a 6-year CAGR of 16.32% in revenue and 21.00% in net profit from 2018 to 2024 [1][29]. - The company is undergoing channel reforms, which may cause short-term performance dips but are expected to lead to more efficient distribution and direct sales channels in the long run [1][30]. Summary by Relevant Sections Company Overview - The company specializes in the research, production, and sales of leisure foods, with main product categories including green peas, sunflower seeds, broad beans, and mixed nuts [5][25]. Financial Performance - Revenue is projected to decline by 2.92% in 2025, followed by growth rates of 13.29% and 11.14% in 2026 and 2027, respectively [9]. - The net profit for 2025 is estimated at 254.07 million, with a significant drop of 32.46% compared to the previous year, but is expected to recover in subsequent years [9][8]. Product Dynamics - The mixed nuts and bean products category is expected to maintain a CAGR of 32.37% from 2019 to 2024, with a growth rate of 39.8% in 2024 [2][3]. - The company has a strong focus on flavor development, which is a key factor for consumer purchasing decisions [2][3]. Channel Dynamics - The company is enhancing its e-commerce strategy, with a 12.42% increase in e-commerce revenue in the first half of 2025, despite overall revenue decline [2][3]. - The snack wholesale channel is expected to account for over 20% of revenue in 2024, with continued double-digit growth [3]. Regional Dynamics - The company anticipates significant growth in overseas markets, particularly in Vietnam, which serves as a model for expansion into other Southeast Asian markets [1][35]. - Revenue from the East China and Southwest regions has shown remarkable growth, with increases of 45.31% and 49.18% in 2024, respectively [35]. Innovation and Market Trends - The leisure snack market is projected to reach 972 billion by 2025, driven by rising disposable income and diverse consumption scenarios [67]. - The company is well-positioned to capitalize on the growing demand for healthy and innovative snack options, aligning with consumer trends [68].

Core Viewpoint - The company is focused on its core business of leisure snacks and is actively expanding domestic and international sales channels through innovative and high-quality products [1] Group 1 - The company is committed to enhancing its sales scale by continuously improving product quality and taste [1] - The company will disclose any significant matters in accordance with legal regulations [1]

Market Overview - The leisure food sector experienced a decline of 0.37% on August 26, with Yanjinpuzi leading the drop [1] - The Shanghai Composite Index closed at 3868.38, down 0.39%, while the Shenzhen Component Index closed at 12473.17, up 0.26% [1] Stock Performance - Notable gainers in the leisure food sector included: - Ziyan Food (603057) with a closing price of 25.50, up 5.72% and a trading volume of 132,000 shares [1] - Maijiaoer (002719) closed at 10.17, up 1.40% with a trading volume of 119,500 shares [1] - Yuanzhu (603886) closed at 13.25, up 1.38% with a trading volume of 71,100 shares [1] - Major decliners included: - Yanjinpuzi (002847) closed at 71.98, down 1.93% with a trading volume of 47,100 shares [2] - Huangshanghuang (002695) closed at 12.73, down 1.55% with a trading volume of 150,800 shares [2] - Ximai Food (002956) closed at 22.80, down 1.43% with a trading volume of 64,800 shares [2] Capital Flow - The leisure food sector saw a net outflow of 354 million yuan from institutional investors, while retail investors contributed a net inflow of 276 million yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors showed interest [2] Individual Stock Capital Flow - Key stocks with significant capital flow include: - Good Idea (002582) with a net inflow of 6.01 million yuan from institutional investors [3] - Ziyan Food (603057) had a net inflow of 4.27 million yuan from institutional investors but a net outflow of 18.35 million yuan from retail investors [3] - Yanjinpuzi (002847) experienced a net outflow of 4.37 million yuan from institutional investors [3]

Market Overview - The leisure food sector experienced a decline of 0.46% on August 22, with Nanqiao Food leading the drop [1] - The Shanghai Composite Index closed at 3825.76, up 1.45%, while the Shenzhen Component Index closed at 12166.06, up 2.07% [1] Individual Stock Performance - Juewei Food (603517) saw a closing price of 16.74, with an increase of 4.36% and a trading volume of 313,300 shares, amounting to a transaction value of 518 million yuan [1] - Guifaxiang (002820) closed at 13.29, up 0.53%, with a trading volume of 330,700 shares [1] - Three Squirrels (300783) closed at 26.59, with a slight increase of 0.08% and a trading volume of 133,900 shares [1] - Other notable stocks include: - Taoli Bread (603866) at 5.66, unchanged [1] - Ganyuan Food (002991) at 58.74, down 0.03% [1] - Laiyifen (603777) at 13.79, down 0.14% [1] Capital Flow Analysis - The leisure food sector saw a net outflow of 237 million yuan from institutional investors, while retail investors contributed a net inflow of 245 million yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors withdrawing funds while retail investors increased their positions [2] Detailed Capital Flow for Selected Stocks - Juewei Food had a net inflow of 46.59 million yuan from institutional investors, but a net outflow of 23.01 million yuan from speculative funds [3] - Qingdao Food (001219) experienced a net inflow of 0.53 million yuan from institutional investors, while speculative funds saw a net inflow of 1.39 million yuan [3] - Other stocks like Good Idea (002582) and Yanjinpuzi (002847) also showed varied capital flows, indicating differing investor sentiments across the sector [3]