北京市嘉源律师事务所 关于温氏食品集团股份有限公司 2024 年第二次临时股东大会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 二〇二四年十一月七日 源律师事务所 A YUAN LAW OFFICES 北京 BEIJING ·上海 SHANGHAI ·深圳 SHENZHEN ·香港 HONG KONG ·广州 GUANGZHOU ·西安 XI'AN 致:温氏食品集团股份有限公司 北京市嘉源律师事务所 关于温氏食品集团股份有限公司 2024年第二次临时股东大会的 法律意见书 嘉源(2024) -04-804 受温氏食品集团股份有限公司(以下简称"公司")委托,北京市嘉源律师 事务所(以下简称"本所")指派本所律师出席公司2024年第二次临时股东大会 (以下简称"本次股东大会"),对本次股东大会进行见证并进行了必要的验证 工作,并出具本法律意见书。现根据《中华人民共和国公司法》《上市公司股东 大会规则》以及公司章程、股东大会议事规则的规定对本次股东大会的召集与召 开程序、出席会议人员的资格、表决程序等事项出具法律意见如下: 一、本次股东大会的召集与召开程序 1、 本次股东大会由公 ...

温氏食品集团股份有限公司 | 证券代码：300498 | 证券简称：温氏股份 | 公告编号：2024-116 | | --- | --- | --- | | 债券代码：123107 | 债券简称：温氏转债 | | 温氏食品集团股份有限公司 2024年10月主产品销售情况简报 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 一、2024年10月份鸡产品销售情况 1、温氏食品集团股份有限公司（以下简称"公司"）2024年10 月销售肉鸡11,881.69万只（含毛鸡、鲜品和熟食），收入33.04亿 元，毛鸡销售均价13.33元/公斤，环比变动分别为1.52%、3.70%、 2.30%，同比变动分别为6.99%、-3.28%、-7.24%。 | | 月份 | | | 肉鸡销量（万只） | | 销售收入（亿元） | 毛鸡价格（元/公斤） | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 当月 | 当年累计 | 当月 | 当年累计 | 当月 | | 2023 | 年 10 | 月 | 11,105.5 ...

| 证券代码：300498 | 证券简称：温氏股份 | 公告编号：2024-115 | | --- | --- | --- | | 债券代码：123107 | 债券简称：温氏转债 | | 温氏食品集团股份有限公司 关于回购公司股份的进展公告 温氏食品集团股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 温氏食品集团股份有限公司（以下简称"公司"）于 2024 年 9 月 18 日召开的第四届董事会第二十八会议、第四届监事会第二 十三次会议审议通过了《关于回购公司股份方案的议案》，公司 拟通过集中竞价交易方式回购公司普通股（A 股）股票，用于实 施员工持股计划或股权激励。本次回购资金总额不超过人民币 180,000 万元且不低于人民币 90,000 万元（均含本数），回购价格 不超过人民币 27.01 元/股（含本数），具体回购股份数量和金额 以回购期满时实际回购的股份数量和金额为准。本次回购期限为 自董事会审议通过回购股份方案之日起 12 个月内。具体内容详见 公司于 2024 年 9 月 18 日在巨潮资讯网披露的相关公告。 一、回购公司股份的进 ...

Investment Rating - Buy (maintained) [1] Core Views - The company's revenue and net profit have shown significant growth, with Q3 2024 revenue reaching 28,662 million yuan and net profit of 5,081 million yuan, marking a turnaround from losses to profits [1] - The company's pig and yellow chicken businesses have seen improved profitability due to rising prices, with pig prices fluctuating around 19 yuan/kg and yellow chicken prices above 13 yuan/kg in Q3 2024 [3] - The company has achieved significant cost reductions in piglet production and feed costs, with piglet production costs decreasing by 80-90 yuan per head and feed costs decreasing by 300-400 yuan per ton [4] - The company's revenue and net profit are expected to continue growing, with projected revenues of 101,400 million yuan, 108,480 million yuan, and 115,320 million yuan for 2024, 2025, and 2026, respectively, and net profits of 10,017 million yuan, 10,528 million yuan, and 10,366 million yuan for the same periods [4] Business Performance - In the first three quarters of 2024, the company sold 21,561,900 pigs and 870 million broilers, with pig prices and yellow chicken prices contributing to strong profitability [3] - The company's piglet production costs have decreased significantly, and feed costs have also been reduced, which will positively impact the overall cost structure of pig farming [4] - The company's production efficiency has improved, and the scale of farming has expanded, leading to a reduction in fixed costs per pig [4] Financial Projections - The company's revenue is expected to grow by 13% in 2024, 7% in 2025, and 6% in 2026, reaching 101,400 million yuan, 108,480 million yuan, and 115,320 million yuan, respectively [6] - Net profit is projected to increase by 257% in 2024, followed by 5% growth in 2025 and a slight decline of 2% in 2026, with net profits of 10,017 million yuan, 10,528 million yuan, and 10,366 million yuan, respectively [6] - The company's ROE is expected to improve significantly, from -19% in 2023 to 24% in 2024, 22% in 2025, and 18% in 2026 [6] Valuation Metrics - The company's P/E ratio is projected to be 12.49x in 2024, 11.88x in 2025, and 12.07x in 2026 [6] - The P/B ratio is expected to decrease from 4.04x in 2023 to 3.05x in 2024, 2.56x in 2025, and 2.21x in 2026 [6] - The P/S ratio is forecasted to decline from 1.48x in 2023 to 1.23x in 2024, 1.15x in 2025, and 1.08x in 2026 [6]

Investment Rating - The report assigns an "Overweight" rating to the company [1] Core Views - The company's pig farming business has shown strong profitability, with a head profit of 692.10 RMB per pig in Q3 2024, a 161.51% increase from Q2 [4] - The company's chicken farming business also achieved good profitability, with a profit of 1.24 RMB per kilogram in Q3 2024, despite a slight decrease from Q2 [5] - The company's balance sheet and cash flow are expected to continue improving, with a debt-to-asset ratio of 54.86% at the end of Q3 2024, down 4.09 percentage points from Q2 [4] - The company's revenue and net profit are forecasted to grow steadily, with 2024/2025/2026 revenue expected to be 105.07/112.95/123.61 billion RMB and net profit to be 10.60/10.71/11.76 billion RMB [6] Financial Performance - In Q3 2024, the company achieved revenue of 28.64 billion RMB, a 21.89% year-on-year increase, and net profit of 5.08 billion RMB, a 3097% year-on-year increase [3] - For the first three quarters of 2024, the company's revenue was 75.38 billion RMB, a 16.53% year-on-year increase, and net profit was 6.41 billion RMB, a 241.47% year-on-year increase [3] - The company's EPS for the first three quarters of 2024 was 0.9664 RMB, a 126.74% year-on-year increase, and ROE was 17.60%, a 29.79% year-on-year increase [3] Business Operations - The company sold 7.19 million pigs in Q3 2024, with a sales price of 19.48 RMB per kilogram and an estimated comprehensive cost of 13.8 RMB per kilogram [4] - The company sold 323.01 million chickens in Q3 2024, a 15.21% increase from Q2, with a sales price of 13.14 RMB per kilogram and an estimated cost of 11.8-12.0 RMB per kilogram [5] - The company's pig sales target for 2024 is 30-33 million pigs, with 21.56 million pigs sold in the first three quarters, achieving 71.87% of the target [4] Valuation and Forecast - The company's 2024/2025/2026 EPS is forecasted to be 1.59/1.61/1.77 RMB, with a P/E ratio of 11.70/11.57/10.54x [6] - The company's 2024/2025/2026 revenue growth rate is expected to be 16.87%/7.50%/9.43%, and net profit growth rate is expected to be 265.86%/1.06%/9.78% [6]

Investment Rating - The investment rating for Wens Foodstuff Group Co Ltd (300498) is "Outperform" and is maintained [2] Core Views - Wens Foodstuff Group reported a significant improvement in performance in Q3 2024, with revenue reaching 28.66 billion yuan, a year-on-year increase of 21.95%, and net profit attributable to shareholders of 5.08 billion yuan [5] - The company's pig farming business showed strong growth, with pig sales reaching 21.56 million heads in the first three quarters of 2024, a year-on-year increase of 17.7%, and pig farming costs decreased to 6.9-7 yuan/jin in July 2024, down from 7.4 yuan/jin in the first half of the year [5] - The company announced a dividend plan, distributing 1.5 yuan per 10 shares, totaling 990 million yuan, and plans to repurchase shares with a loan of up to 1 billion yuan, reflecting confidence in future development [6] Financial Performance - In the first three quarters of 2024, the company achieved total revenue of 75.42 billion yuan, a year-on-year increase of 16.56%, and net profit attributable to shareholders of 6.41 billion yuan [5] - The company's pig farming revenue reached 43.91 billion yuan in the first three quarters of 2024, a year-on-year increase of 34.0%, driven by rising pig prices [5] - The broiler business saw a slight increase in sales volume, with 870 million broilers sold in the first three quarters of 2024, a year-on-year increase of 1.0%, but revenue decreased by 2.6% to 24.46 billion yuan due to lower prices [6] Profit Forecast and Valuation - The company's EPS for 2024-2026 is forecasted to be 1.52/1.69/1.97 yuan, with a PE ratio of 16-20 times for 2024, corresponding to a reasonable value range of 24.3-30.4 yuan [7] - The company's revenue is expected to grow by 21.0% in 2024, reaching 108.83 billion yuan, with net profit expected to reach 10.14 billion yuan, a year-on-year increase of 258.6% [8] Industry Comparison - Compared to peers such as Muyuan Foods (002714) and New Hope (000876), Wens Foodstuff Group has a relatively lower PE ratio for 2024 at 12.34 times, indicating potential undervaluation [10] - The company's gross margin is expected to improve significantly to 16.2% in 2024, up from 0.8% in 2023, reflecting better cost control and operational efficiency [10]

Investment Rating - The report maintains a "Buy" rating for the company, indicating a positive outlook for its stock performance in the near term [3]. Core Views - The company has demonstrated strong performance in its core breeding business, with significant increases in both revenue and net profit for the third quarter of 2024. The revenue reached 286.62 billion yuan, up 21.95% year-on-year, while net profit soared to 50.81 billion yuan, reflecting a staggering increase of 3097.03% [1]. - The company is actively improving its balance sheet, with the debt-to-asset ratio decreasing to 54.9% by the end of Q3 2024, down 5.5 percentage points year-on-year and 4.1 percentage points quarter-on-quarter [2]. - The company has initiated a share buyback program, with 3 billion yuan already repurchased by September 30, 2024, and plans to distribute a cash dividend of 1.5 yuan per 10 shares, totaling 9.95 billion yuan [2]. Summary by Sections Financial Performance - For the first three quarters of 2024, the company achieved a total revenue of 754.19 billion yuan, representing a year-on-year increase of 16.56%, and a net profit attributable to shareholders of 64.1 billion yuan, up 241.47% [1]. - The company’s pig and chicken output increased, with 21.56 million pigs and 871 million chickens sold, marking a year-on-year increase of 17.66% and 1.03%, respectively [1]. Cost Management - The company has successfully reduced its breeding costs, with the complete cost of pig breeding dropping to 13.8 yuan per kilogram. This cost reduction has significantly contributed to the profit margins, with average profits per pig reaching 798 yuan and 630 yuan in August and September, respectively [1]. Future Outlook - The report anticipates that the company will continue to perform well in Q4 2024 and throughout 2025, with an upward revision of the net profit forecast for 2024 to 106.15 billion yuan, an increase of 86.36% from previous estimates. However, the 2025 net profit forecast has been adjusted downward to 120.76 billion yuan, a decrease of 24.24% [3].

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Views - The company has shown strong earnings growth, with a significant turnaround from a net loss in the previous year to a net profit in the current period [1][3] - The increase in pig prices and a decrease in costs have positively impacted the company's performance [2] - The company is expected to continue its growth trajectory with improving production metrics and cost control [3] Summary by Relevant Sections Financial Performance - For the first three quarters of 2024, the company achieved revenue of 75.384 billion yuan, a year-on-year increase of 16.53%. The net profit attributable to shareholders was 6.408 billion yuan, compared to a net loss of 4.53 billion yuan in the same period last year [1] - In Q3 alone, the company reported revenue of 28.644 billion yuan, up 21.89% year-on-year, and a net profit of 5.081 billion yuan, reflecting a staggering growth of 3097.03% [1] Sales and Pricing - The cumulative revenue from pork sales reached 43.914 billion yuan, marking a 34.02% increase year-on-year, driven by rising pig prices [2] - The average selling price of live pigs was 19.48 yuan/kg, up 23.6% year-on-year, while the average price for broilers was 13.15 yuan/kg, down 10.18% year-on-year [2] Production Capacity and Cost Management - The company sold 21.56 million pigs in the first three quarters, a 17.69% increase year-on-year, with September sales reaching 2.51 million pigs, up 10.84% year-on-year [3] - The comprehensive cost of pig farming decreased to approximately 6.9 yuan/kg in August, down from 7.3 yuan/kg earlier in the year [3] - Broiler production remained stable, with the cost of broiler farming also showing a downward trend [3] Earnings Forecast and Investment Recommendations - The expected EPS for 2024-2026 is projected to be 1.19 yuan, 1.62 yuan, and 1.54 yuan, respectively, with corresponding dynamic PE ratios of 16, 12, and 12 times [3]

Investment Rating - The investment rating for the company is "Buy" and is maintained [2][4]. Core Views - The company reported a significant increase in revenue and profit in the third quarter of 2024, with a total revenue of 754.19 billion yuan, a year-on-year increase of 16.56%, and a net profit of 64.08 billion yuan, marking a substantial turnaround [4]. - The company is experiencing a favorable cycle with increasing output and decreasing costs in pig farming, achieving a pig output of 21.56 million heads in the first three quarters, a year-on-year increase of 17.66% [5]. - The financial situation of the company has improved, with a decrease in the debt-to-asset ratio to 54.86% by the end of the third quarter, down 4.09 percentage points from the previous quarter [5]. Summary by Sections Company Overview - The latest closing price is 18.80 yuan, with a total share capital of 6.654 billion shares and a market capitalization of 125.1 billion yuan [3]. - The company has a debt-to-asset ratio of 61.4% and a price-to-earnings ratio of -19.37 [3]. Financial Performance - In the third quarter, the company achieved a revenue of 286.62 billion yuan, a year-on-year increase of 21.95%, and a net profit of 50.81 billion yuan, a year-on-year increase of 3097.03% [4]. - The average selling price of pigs was 19.48 yuan, up 23.65% year-on-year, while the breeding cost decreased to 6.9 yuan per jin [5]. - The company expects to achieve an EPS of 1.49 yuan, 1.89 yuan, and 1.86 yuan for the years 2024, 2025, and 2026 respectively [5]. Market Outlook - The company is expected to continue generating good profits in the fourth quarter due to limited downside in pig prices and significant cost reduction achievements [5]. - The company has set a target of 30-33 million pigs for 2024, with an acceleration in output expected in the fourth quarter [5].

Investment Rating - The investment rating for the company is "Buy" [3] Core Views - The company has achieved excellent performance in Q3, with a revenue of 75.384 billion yuan for the first three quarters of 2024, representing a year-on-year growth of 16.53%. The net profit attributable to shareholders reached 6.408 billion yuan, a significant increase of 241.47% year-on-year [3] - In Q3 alone, the company reported a revenue of 28.644 billion yuan, up 21.89% year-on-year, and a net profit of 5.081 billion yuan, which is a staggering increase of 3097.03% year-on-year. The sales volume of live pigs reached 21.562 million heads, an increase of 17.7% year-on-year, benefiting from the favorable pig cycle [3] - The company is continuously strengthening its breeding operational advantages through improved management efficiency and cost optimization, leading to enhanced financial conditions and operational advantages [3] Summary by Sections Company Performance - The company reported a gross margin of 25.28% in Q3, a significant increase of 16.49 percentage points year-on-year. The average selling price of live pigs in September was 19.05 yuan/kg, up 17.4% year-on-year [3] - The company has successfully reduced feed production costs by approximately 300-400 yuan per ton since the beginning of the year, and the cost of piglets has decreased by 80-90 yuan per head cumulatively [3] Financial Health - As of the end of Q3 2024, the company's debt-to-asset ratio decreased to 54.86%, down 6.55% from the end of the previous year and down 4.09% from the end of the first half of the year [3] - The total market capitalization of the company is approximately 127.489 billion yuan, with a circulating market capitalization of about 104.216 billion yuan [3] Long-term Value - The company is positioned as a leading breeding enterprise with long-term investment value, as the overall pig breeding industry is expected to maintain a certain profit level under reasonable capacity fluctuations [3] - The company has announced a cash dividend plan, proposing to distribute 1.5 yuan (including tax) per 10 shares to all shareholders, totaling approximately 999.5 million yuan [5]