Group 1 - Xianle Health (300791) signed a strategic cooperation agreement with Memory Tensor (Shanghai) Technology Co., Ltd. at the 2025 World Artificial Intelligence Conference [1] - The collaboration aims to build a dedicated industrial large model infrastructure based on the MemOS memory tensor operating system [1] - The partnership will implement three innovative projects to transform the health industry from standardized manufacturing to personalized services [1]

Investment Rating - The report maintains an "Increase" rating for the food and beverage industry, indicating a positive outlook for the sector [5]. Core Views - The liquor industry is strengthening its internal capabilities, with companies focusing on management, product, and channel improvements. The industry is currently at a low valuation and is expected to stabilize as sales pressure eases [2]. - In the beer and beverage sector, East Peak Beverage reported impressive mid-year results, while the industry continues to show high growth potential despite intense competition [3]. - The report highlights the ongoing transformation in product selection at Sam's Club, emphasizing operational efficiency through local supply chain adjustments [4]. Summary by Sections Liquor Industry - The liquor sector is in a phase of continuous improvement, with major companies like Guizhou Moutai and Shanxi Fenjiu enhancing their management and product offerings. The industry is currently experiencing a seasonal downturn, but valuations are low, suggesting potential for recovery [2]. Beer and Beverage Sector - The beer segment is advised to focus on high-growth products and structural performance, with companies like Yanjing Beer and Zhujiang Beer being highlighted. East Peak Beverage's revenue for the first half of 2025 reached 10.737 billion yuan, a year-on-year increase of 36.37% [3]. Food Sector - Sam's Club is undergoing a significant product selection transformation, with a shift towards national best-selling items to improve operational efficiency. The report notes that the low-temperature dairy market is performing better than the ambient temperature segment [4][7].

Core Insights - The increasing prevalence of electronic devices has heightened awareness of the potential visual hazards associated with prolonged screen exposure, leading to a surge in demand for lutein as a vital nutrient for eye health [1][3] - The children's market for lutein products has become a competitive battleground, driven by rising concerns among parents regarding children's vision health [1][15] Market Overview - The domestic market for lutein is estimated to reach nearly 6 billion yuan, with a compound annual growth rate (CAGR) of 19.8% from 2020 to 2024, significantly outpacing global market growth [4][3] - The eye care sector is the primary contributor to market growth, with annual sales of lutein soft capsules exceeding 200 million bottles [4] Competitive Landscape - The lutein market is characterized by intense competition across both health food and regular food sectors, with no dominant brand currently leading the market [2][20] - Major players in the extraction and processing segment include Chenguang Biotech, DSM, and Kemin, creating a "three-legged" competitive structure [4] Product Development - The market has seen a rapid increase in the registration of lutein health products, with over 150 products registered, primarily in capsule form [7][8] - Innovative product forms such as gummies and ready-to-drink beverages are gaining popularity, with the market for lutein gummies expected to exceed 1.5 billion yuan by 2024 [11] Consumer Trends - The demand for lutein products is driven by the rising incidence of myopia among children, with the overall myopia rate in Chinese children reaching 51.9% [18] - The average price of imported lutein products is significantly higher than that of domestic products, with imported items often exceeding 100 yuan per unit [17] Regulatory Environment - Lutein products are primarily classified as health foods and must undergo a registration process, as they are not included in the approved health food ingredient directory [9][14] - The lack of a clear definition for dietary supplements in China has led to many imported lutein products being marketed as regular foods, despite their health claims [13] Future Outlook - The lutein market is expected to continue evolving, with a focus on product differentiation and innovation to address the challenges of market saturation and consumer trust [20][22] - Companies are encouraged to invest in research and development to create unique products that can withstand competition and avoid the pitfalls of market homogenization [22]

证券代码：300791 证券简称：仙乐健康 公告编码：2025-073 债券代码：123113 债券简称：仙乐转债 仙乐健康科技股份有限公司 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。 特别提示： 收盘价低于当期转股价格的 85%，即 27.10 元/股，预计后续触发转股价格向下修 正条件。若触发，公司将于触发当日召开董事会审议决定是否修正转股价格，并 及时履行信息披露义务。 一、可转债发行上市的基本情况 （一）可转换公司债券发行概况 经中国证券监督管理委员会《关于同意仙乐健康科技股份有限公司向不特定 对象发行可转换公司债券注册的批复》（证监许可〔2021〕927 号）同意注册， 仙乐健康科技股份有限公司（以下简称"仙乐健康"或"公司"）向不特定对象 发行可转换公司债券 1,024.89 万张，每张面值 100.00 元，募集资金总额为人民 币 102,489.29 万元，扣除相关发行费用后实际募集资金净额为人民币 101,616.75 万元。本次向不特定对象发行的可转换公司债券向公司在股权登记日收市后登记 在册的原股东优先配售，原股东优先配售后余额部分（ ...

| 证券代码：300791 | 证券简称：仙乐健康 | 公告编码：2025-073 | | --- | --- | --- | | 债券代码：123113 | 债券简称：仙乐转债 | | 仙乐健康科技股份有限公司 5、自 2025 年 7 月 10 日至 2025 年 7 月 23 日，公司股票已有 10 个交易日的 收盘价低于当期转股价格的 85%，即 27.10 元/股，预计后续触发转股价格向下修 正条件。若触发，公司将于触发当日召开董事会审议决定是否修正转股价格，并 及时履行信息披露义务。 一、可转债发行上市的基本情况 （一）可转换公司债券发行概况 经中国证券监督管理委员会《关于同意仙乐健康科技股份有限公司向不特定 对象发行可转换公司债券注册的批复》（证监许可〔2021〕927 号）同意注册， 仙乐健康科技股份有限公司（以下简称"仙乐健康"或"公司"）向不特定对象 发行可转换公司债券 1,024.89 万张，每张面值 100.00 元，募集资金总额为人民 币 102,489.29 万元，扣除相关发行费用后实际募集资金净额为人民币 101,616.75 关于仙乐转债预计触发转股价格修正条件的提示性公告 本 ...

Investment Rating - The report maintains a "Recommended" rating for the food and beverage industry, particularly highlighting opportunities in the liquor sector and food products [1] Core Insights - The liquor industry is undergoing extreme pressure testing, with a significant focus on inventory clearance and bottoming out of financial reports. The second quarter has shown weak demand due to seasonal factors and regulatory impacts, leading to a notable decline in sales and pricing pressures [5][10] - High-end liquor brands like Moutai are expected to maintain growth, while mid-tier brands face challenges with declining revenues and profits. The overall industry is in a deep clearance phase, with potential for recovery as regulations stabilize [5][12] - The consumer goods sector shows mixed performance, with snacks and beverages remaining strong, while other segments like frozen foods and chain restaurants face ongoing demand pressures [20][25] Summary by Sections 1. Liquor Sector - The liquor industry is experiencing extreme pressure, with weak demand in the second quarter and significant inventory levels. Major brands like Moutai and Wuliangye are expected to show modest growth, while others like Yanghe and Luzhou Laojiao are facing declines [5][11][12] - Moutai's revenue is projected to grow by 7% in Q2, while Wuliangye is expected to see a 1% increase. In contrast, brands like Yanghe and Luzhou Laojiao are forecasted to decline by 35% and 8% respectively [11][12] 2. Consumer Goods - The overall demand for consumer goods remains weak, but segments like snacks and beverages are performing well. For instance, East Peak is expected to see a 33% increase in revenue, while other snack brands are also showing positive trends [20][25] - The beverage sector is projected to see positive growth, with major brands like Qingdao Beer and Yanjing expected to report increases in revenue and profit [25][26] 3. Investment Recommendations - The report suggests focusing on high-performing stocks in the short term while considering long-term investments in liquor brands that are currently at their bottom. Brands like Moutai and Gujing are recommended for their lower risk profiles [7][8] - For consumer goods, companies like Anqi and East Peak are highlighted for their growth potential, while traditional dairy brands like Yili and Mengniu are suggested for a bundled investment approach [7][8]

General Provisions - The company aims to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [6][19]. - The company is established as a joint-stock company in accordance with the Company Law and other relevant regulations [6][19]. - The registered capital of the company is RMB 307,318,960 [5][6]. Business Objectives and Scope - The company's business objective is to achieve steady and sustainable development, enhancing economic efficiency and labor productivity, while ensuring asset preservation and appreciation [6][7]. - The business scope includes health technology industry investment, drug research and development, management services, and sales of health products, food, and cosmetics [7]. Shares - The company has issued a total of 307,318,960 shares, all of which are ordinary shares (A shares) [8][9]. - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [8][9]. Shareholders and Shareholder Meetings - Shareholders have rights to dividends, request meetings, supervise company operations, and transfer their shares according to the law [14][15]. - The company must hold an annual general meeting within six months after the end of the previous fiscal year [51]. Board of Directors and Management - The board of directors is responsible for the overall management of the company, and the chairman serves as the legal representative [5][6]. - The company must establish an audit committee to oversee financial practices and ensure compliance with laws and regulations [17][18]. Financial Accounting and Auditing - The company must maintain a financial accounting system and conduct internal audits to ensure transparency and accountability [6][7]. - The appointment of external auditors must be approved by the shareholders [7]. Amendments to the Articles of Association - Any amendments to the articles of association must be approved by the shareholders in accordance with the law [6][7]. Miscellaneous Provisions - The company must comply with the regulations set forth by the China Securities Regulatory Commission and other relevant authorities [6][7]. - The articles of association serve as a legally binding document for the company, shareholders, directors, and senior management [6][19].

General Provisions - The management system for the shares held by the board of directors and senior management of Xianle Health Technology Co., Ltd. is established to regulate shareholding and changes in accordance with relevant laws and regulations [1][2] - This system applies to the board of directors, senior management, and other specified individuals or organizations holding and trading the company's stocks and derivatives [1] Holding and Reporting Requirements - Directors and senior management must report their shareholdings and any changes to the Shenzhen Stock Exchange (SZSE) in a timely manner, ensuring the information is true, accurate, timely, and complete [2][3] - Personal and family identity information must be reported to SZSE within specified timeframes, including when new directors are appointed or when there are changes in personal information [2][3] Restrictions on Trading Company Shares - Directors and senior management must notify the board secretary in writing of their trading plans before buying or selling company shares, and the secretary must verify compliance with laws and regulations [3][4] - The annual transferable share limit for directors and senior management is calculated at 25% of the shares held as of the last trading day of the previous year [4][5] Lock-up and Transfer Conditions - Shares held by directors and senior management are subject to lock-up conditions, and the release of these conditions must be applied for through the appropriate channels [5][6] - Directors and senior management are prohibited from transferring shares within six months of leaving their positions and must adhere to specific transfer limits during their tenure [5][6] Information Disclosure - Any reduction in shareholding must be reported to SZSE 15 trading days prior to the first sale, and updates must be provided if significant company events occur during the reduction period [8][9] - The board secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring compliance with reporting requirements [9][10] Final Provisions - The system is subject to modification and will take effect upon approval by the board of directors [10]

General Principles - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of Xianle Health Technology Co., Ltd, ensuring that all shareholders can fully exercise their rights and protect the interests of minority shareholders [1][2] - Cumulative voting allows shareholders to allocate their voting rights in a flexible manner when electing multiple directors, enabling them to concentrate votes on a single candidate or distribute them among several [1][2] Director Nomination - The current board of directors has the authority to nominate candidates for non-independent directors during board elections or replacements, while shareholders holding more than 1% of shares can propose independent director candidates [2][3] - The number of candidates nominated by the board or shareholders cannot exceed 150% of the number of directors to be elected [3] Voting Process - The cumulative voting system must be explicitly stated in the notice of the shareholders' meeting, and the chairman must inform shareholders about the voting method before the vote [4][5] - The voting tickets for cumulative voting will only include "approval votes," with no options for "disapproval" or "abstention" [5][6] Election of Directors - Directors are elected based on the approval votes exceeding half of the valid voting rights held by attending shareholders [7][8] - If the number of elected directors exceeds the required number, a new election will be held to fill the remaining vacancies [8]

Core Viewpoint - The company establishes an investor relations management system to enhance communication with investors, protect their rights, and improve corporate governance and transparency [1][2][3]. Group 1: Principles and Objectives of Investor Relations Management - The investor relations management should adhere to principles of fairness, justice, and openness, providing accurate and complete information about the company's actual situation [2][3]. - The primary objectives include enhancing investor understanding and recognition of the company, improving governance structure, and ensuring all investors enjoy their rights equally [3][4]. Group 2: Communication Methods and Activities - The company should utilize various channels for timely and in-depth communication with investors, including designated information disclosure platforms [4][5]. - Activities include organizing shareholder meetings, maintaining a company website, and conducting analyst meetings and roadshows to engage with investors [5][6][7]. Group 3: Responsibilities and Management - The chairman of the board is the primary responsible person for investor relations, with the board secretary overseeing daily operations [11][12]. - The board office is tasked with managing investor relations and ensuring compliance with relevant laws and regulations [11][12]. Group 4: Information Disclosure and Confidentiality - The company must avoid disclosing any undisclosed significant information during investor relations activities and must promptly announce any leaks [2][4]. - All disclosed information must be published on designated platforms to ensure transparency and compliance with legal requirements [4][5].