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].

Core Viewpoint - The independent director system of Xianle Health Technology Co., Ltd. aims to enhance corporate governance, ensure the independence of directors, and protect the rights of all shareholders, especially minority shareholders [1][2]. Group 1: General Principles - The company establishes this system to improve its governance structure and ensure independent directors fulfill their responsibilities [1]. - Independent directors must constitute at least one-third of the board, with at least one being a professional accountant [1][2]. - Independent directors are prohibited from holding other positions within the company and must not have any direct or indirect interests that could affect their independent judgment [2][3]. Group 2: Qualifications and Appointment - Independent directors must possess independence and cannot be influenced by major shareholders or related parties [2][4]. - Specific individuals are disqualified from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [2][4][5]. - The board and shareholders holding over 1% of shares can propose independent director candidates, who must be approved by the shareholders' meeting [5][6]. Group 3: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [9][10]. - They have special rights, including the ability to hire external consultants and propose meetings [9][10]. - Independent directors must attend board meetings and provide written opinions if unable to attend [10][11]. Group 4: Performance and Reporting - Independent directors are required to submit annual reports detailing their attendance, participation in committees, and communication with shareholders [15][16]. - They must report any situations that may affect their independence and can resign if necessary [16][17]. - The company must ensure independent directors have sufficient time and resources to fulfill their duties effectively [17][18]. Group 5: Support and Communication - The company is obligated to provide necessary support and information to independent directors to facilitate their work [17][18]. - Independent directors should have direct communication channels with shareholders and be able to report issues to regulatory bodies if necessary [19][20].

Core Points - The article outlines the information disclosure deferral and exemption management system of Xianle Health Technology Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - The company is required to implement internal review procedures before determining whether to defer or exempt information disclosure [2][3] - The system emphasizes the importance of confidentiality regarding state secrets and commercial secrets, prohibiting any form of disclosure that could lead to competitive disadvantages or legal violations [3][4][5] Summary by Sections General Principles - The system is established to regulate the deferral and exemption of information disclosure, ensuring compliance with laws such as the Company Law and Securities Law [1] - The company must adhere to the Shenzhen Stock Exchange's rules regarding information disclosure deferral and exemption [1][2] Scope of Deferral and Exemption - The company must prudently assess whether information qualifies for deferral or exemption based on established criteria [2][3] - Evidence must be provided to justify any new deferral or exemption requests post-initial public offering [2][3] Management Procedures - A written application must be submitted to the board office for any deferral or exemption, detailing the reasons and supporting evidence [4][5] - The board office is responsible for reviewing applications and ensuring compliance with the established criteria [5][6] - Confidentiality commitments must be obtained from all individuals aware of the deferred or exempt information [6][7] Additional Provisions - The company must monitor and report on the status of deferred or exempt disclosures, especially if there are rumors or leaks [6][7] - The system is subject to revision and interpretation by the board of directors, and it becomes effective upon board approval [7][8]

General Principles - The rules are established to ensure the smooth conduct of shareholder meetings, enhance efficiency, and protect shareholders' rights [1][2] - The shareholder meeting is the company's authority body, exercising various powers including electing directors, approving reports, and making decisions on capital changes [1][2] Shareholder Meeting Procedures - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for temporary meetings [4][5] - Shareholders can appoint proxies to attend meetings, and the qualifications of attendees must be verified [5][6] Legal Opinions and Compliance - A lawyer must provide legal opinions on the legality of the meeting's procedures, attendee qualifications, and voting results [3][6] Meeting Types and Notifications - Annual meetings must be held within six months after the end of the fiscal year, while temporary meetings can be called as needed [4][8] - Notifications must include meeting details, agenda items, and the rights of shareholders to attend and vote [4][5] Proposal and Voting Procedures - Proposals must be clearly defined and submitted in writing, with specific details disclosed to shareholders [20][21] - Voting can be conducted through various methods, including in-person and online, with specific rules for counting votes [26][27] Decision-Making and Resolutions - Resolutions can be ordinary or special, with different thresholds for approval: ordinary resolutions require a simple majority, while special resolutions require a two-thirds majority [22][24] - Certain significant matters, such as amendments to the articles of association or major asset transactions, require special resolutions [24][25] Meeting Records and Documentation - Meeting records must be maintained, detailing the time, location, attendees, and outcomes of each proposal [57][58] - The company must ensure that resolutions are announced promptly and include detailed voting results [55][56] Conduct and Discipline - The company must maintain order during meetings and can remove individuals who disrupt proceedings [63][64] - The rules are binding and must be followed by all participants, ensuring the integrity of the shareholder meeting process [30][66]

Core Viewpoint - The legal opinion letter issued by Guangdong Xinda Law Firm confirms that the adjustments to the 2023 and 2025 restricted stock incentive plans of Xianle Health Technology Co., Ltd. have obtained the necessary approvals and comply with relevant laws and regulations [1][14][20]. Group 1: 2023 Restricted Stock Incentive Plan - The 2023 incentive plan has undergone adjustments due to the company's capital reserve conversion and stock dividend distribution, affecting the repurchase price and quantity of restricted stocks [14][15]. - The initial grant price for the restricted stocks was adjusted from 9.78 yuan to 7.52 yuan per share, and the total number of restricted stocks granted was adjusted to 1,343,888 shares [15][16][20]. - The company has completed the registration of 1,094,275 shares for the initial grant and 249,613 shares for the reserved grant, with the listing date set for December 27, 2023 [7][9]. Group 2: 2025 Restricted Stock Incentive Plan - The 2025 incentive plan has also been adjusted, with the initial grant price set at 13.27 yuan per share, which was later adjusted to 10.21 yuan per share due to similar corporate actions [19][20]. - The total number of restricted stocks for the initial grant was adjusted to 1,821,300 shares, reflecting the company's capital reserve conversion and stock dividend distribution [20]. - The company has confirmed that the proposed recipients of the 2025 incentive plan meet all legal and regulatory requirements, with no objections raised during the public disclosure period [12][13].

| 证券代码：300791 | 证券简称：仙乐健康 | 公告编码：2025-069 | | --- | --- | --- | | 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 关于调整 2023 年限制性股票激励计划 回购价格及数量的公告 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。 2 经仙乐健康科技股份有限公司（以下简称"仙乐健康"、"公司"或"本公 司"）2023 年第三次临时股东大会授权，公司于 2025 年 7 月 18 日召开的第四 届董事会第十一次会议和第四届监事会第九次会议，分别审议通过了《关于调整 2023 年限制性股票激励计划回购价格及数量的议案》，对公司 2023 年限制性股 票激励计划（以下简称"本激励计划"）涉及的限制性股票回购价格及数量进行 调整，现将详情公告如下： 一、本激励计划已履行的相关审议程序 1、2023 年 10 月 16 日，公司召开第三届董事会第二十四次会议，审议通过 了《关于〈仙乐健康科技股份有限公司 2023 年限制性股票激励计划（草案）〉 及其摘要的议案》《关于〈仙乐健康 ...