广东信达律师事务所 法律意见书 关于仙乐健康科技股份有限公司 2026 年员工持股计划（草案） 的法律意见书 信达持股字(2026)第 002 号 致：仙乐健康科技股份有限公司 关于仙乐健康科技股份有限公司 2026 年员工持股计划（草案） 的法律意见书 中国广东深圳福田区益田路 6001 号太平金融大厦 11、12 楼 邮编：518038 电话（Tel）：（0755）88265288 传真（Fax）：（0755）88265537 广东信达律师事务所 法律意见书 广东信达律师事务所 广东信达律师事务所（以下简称"信达"）接受仙乐健康科技股份有限公司（以 下简称"仙乐健康"或"本公司"或"公司"）的委托，以特聘专项法律顾问的身 份，根据《中华人民共和国公司法》《中华人民共和国证券法》《关于上市公司实 施员工持股计划试点的指导意见》《深圳证券交易所上市公司自律监管指引第2号 ——创业板上市公司规范运作》及其他有关法律、法规、规范性文件的规定，按照 律师行业公认的业务标准、道德规范和勤勉尽责精神，为仙乐健康2026年员工持股 计划相关事项出具《广东信达律师事务所关于仙乐健康科技股份有限公司2026年员 工持股计划（ ...

Core Viewpoint - Xianle Health has submitted its application for a mainboard listing on the Hong Kong Stock Exchange, aiming to tap into both A-share and H-share markets, despite facing significant challenges such as halved profits, high debt ratios, and ongoing losses in non-core businesses [1][19]. Financial Performance - Xianle Health has experienced a significant decline in profits, with net profit expected to drop by 53%-69% in 2025, resulting in a projected profit of between 1.01 billion and 1.51 billion RMB, marking the worst performance since its listing [3][19]. - The company reported revenues of 35.82 billion RMB and 42.11 billion RMB for 2023 and 2024, respectively, but the growth trend reversed in 2025, with a 36.25% year-on-year decline in net profit to 1.53 billion RMB in the first three quarters [3][19]. Business Structure and Market Position - Xianle Health has established a business model characterized by "domestic contraction and overseas expansion," with revenue from mainland China and Hong Kong decreasing from 51.7% in 2023 to 38.8% in 2025, while revenue from overseas markets increased from 48.3% to 61.2% in the same period [4][22]. - The company holds 184 global patents and has developed over 6,000 mature formulas, maintaining deep collaborations with seven of the top ten global health food brands and two major pharmaceutical companies [2][21]. Operational Challenges - The company faces operational pressures due to an imbalance in its business structure, external environmental pressures, and internal management fluctuations, particularly in its personal care segment, which has seen a significant drop in customer demand and increased operational costs due to U.S.-China trade tensions [4][6][22]. - Xianle Health's gross margin has been adversely affected by the performance of its core products, with soft capsules and gummies accounting for about 70% of revenue but showing lower profitability compared to competitors [6][25]. Debt and Cash Flow - The company's debt ratio has increased from 50.6% in 2023 to 55.1% in the first three quarters of 2025, indicating rising financial pressure compared to competitors with debt ratios around 20% [9][26]. - Operating cash flow has declined from 5.66 billion RMB in 2024 to 3.22 billion RMB in the first three quarters of 2025, highlighting tightening liquidity [9][26]. Fundraising History - Xianle Health has raised a total of 2.044 billion RMB through two rounds of fundraising since its A-share listing, with a significant portion allocated to debt repayment and working capital [10][27]. - The company plans to use proceeds from its Hong Kong IPO to build new production facilities and expand globally, despite existing underutilized capacity [14][29]. Strategic Transformation - The company attempted to diversify into personal care products, establishing a subsidiary that has since become a financial burden, leading to significant losses and asset impairment provisions totaling 2.52 billion RMB [16][31]. - Despite the potential growth in the global health food market, Xianle Health's efforts to pivot into new areas have not yet yielded positive results, further exacerbating financial pressures [30][32].

Core Insights - The Chinese nutrition and health industry is experiencing a surge in IPO activities, indicating a shift from local operations to global expansion and a focus on scientific validation [4][5]. IPO Developments - In 2025, several companies in the nutrition and health sector are set to go public, covering the entire supply chain from raw materials to manufacturing and branding [4]. - Dongpeng Beverage plans to list on the Hong Kong Stock Exchange in early 2026, aiming to raise over HKD 10.1 billion, marking the largest IPO in the non-alcoholic beverage sector in Hong Kong history [4]. - Xianle Health is advancing its H-share listing while optimizing its global CDMO platform by divesting non-core assets [4]. - Ruoyuchen has submitted its application to the Hong Kong Stock Exchange, focusing on its proprietary brand FineNutri to transition from a service provider to a brand owner [4]. - Other companies like Jiyuan Group and Hengmei Health are also pursuing listings to enhance their production capacities and market presence [4][5]. Regulatory Updates - The National Market Supervision Administration has released several guidelines and regulations affecting the health and nutrition sector, including the review of special medical formula food production licenses and the management of live-streaming e-commerce [6][7]. - New regulations have been introduced to ensure compliance in the marketing of health products, including a ban on certain food sales in live-streaming environments [6]. Market Trends - There is a notable increase in demand for health supplements, with sales of ginseng and other tonic products rising by 55% year-on-year during the New Year holiday [17]. - The import of medical and health products has also seen significant growth, with a 70.4% increase in imports in Hubei province in 2025 [17]. Industry Insights - The current wave of capital influx is not merely for financing but signals a critical transition in the industry towards scientific validation and global operations [4]. - Companies with genuine research capabilities, compliant product systems, and international perspectives are expected to gain a competitive edge in high-quality development [4].

Investment Rating - The report does not explicitly state an investment rating for the company. Core Insights - Xianle Health is a leading provider of nutritional health food solutions, ranking third globally in market share and first in China, with a steady growth trajectory and sustainable development [6][11]. - The company operates on a "product + service" model, offering a diverse range of health solutions tailored to various demographics, including pregnant women, infants, children, and the elderly [6][11]. - Xianle Health has established a comprehensive service model that spans the entire industry value chain, from market insights to customized solutions and marketing support [16]. Company Overview - **Company Profile**: Xianle Health is a prominent player in the nutritional health food solutions market, with a significant presence in both global and Chinese markets [6]. - **Ownership Structure**: The company has a concentrated ownership structure, primarily controlled by the Lin family through direct holdings and investment platforms [7]. - **Management Team**: The core team has extensive industry experience, with key members holding significant positions since the company's inception [9][10]. Product Overview - **Target Demographics**: The company caters to a wide range of consumers, including pregnant women, infants, children, adolescents, and the elderly [11]. - **Product Categories**: Xianle Health's offerings include soft capsules, gummies, drinks, tablets, powders, and hard capsules, with a focus on innovative formulations [11][12]. - **Core Products**: The company’s main products, soft capsules and gummies, hold the second-largest global market share in their respective categories [11]. Business Segmentation - **Product Distribution**: In 2023, the company generated total revenue of 35.82 billion yuan, with soft capsules and gummies contributing 15.27 billion and 7.4 billion yuan, respectively [25]. - **Regional Distribution**: In 2024, revenue from mainland China and Hong Kong was projected at 16.61 billion yuan, accounting for 39.4% of total revenue [28]. - **Channel Distribution**: The company primarily sells directly to brand owners and retailers, with direct sales accounting for 99.4% of total revenue in 2023 [31]. Industry Overview - **Market Growth**: The global nutritional health food industry is expected to grow at an average annual rate of approximately 5.6% from 2024 to 2029, reaching a market size of 249 billion USD by 2029 [36]. - **Competitive Landscape**: The industry is characterized by a fragmented market with increasing competition, particularly in China, where the top five companies hold about 15.3% of the market share [62]. - **Cost Analysis**: The cost structure within the industry shows differentiation, with scale efficiencies helping to reduce volatility in production costs [66].

| 证券代码：300791 | 证券简称：仙乐健康 | 公告编码：2026-022 | | --- | --- | --- | | 证券代码：123113 | 证券简称：仙乐转债 | | 仙乐健康科技股份有限公司 关于 2026 年限制性股票激励计划内幕信息知情人 按照《上市公司股权激励管理办法》《深圳证券交易所创业板上市公司自律 监管指南第 1 号——业务办理》《深圳证券交易所创业板股票上市规则》等有关 法律、法规及规范性文件的相关规定，公司针对 2026 年限制性股票激励计划（以 下简称"本激励计划"）采取了充分必要的保密措施，同时对本激励计划的内幕 信息知情人进行了登记管理。 根据相关法律法规的规定，通过向中国证券登记结算有限责任公司深圳分公 司（以下简称"中国结算深圳分公司"）查询，公司对本激励计划内幕信息知情 人在本激励计划草案公开披露前 6 个月内（即 2025 年 7 月 29 日-2026 年 1 月 29 日，以下简称"自查期间"）买卖公司股票情况进行了自查，现将相关情况公告 如下： 一、核查范围及程序 1 1、核查对象为本激励计划的内幕信息知情人（以下简称"核查对象"）。 2、公司对本激励 ...

Core Viewpoint - Xianle Health has submitted an application for an IPO on the Hong Kong Stock Exchange, aiming to establish a dual capital platform "A+H" to adapt to future growth paths and capital structure adjustments [1] Group 1: Company Overview - Xianle Health, established in 1993, transitioned from pharmaceutical manufacturing to the nutrition and health food contract manufacturing (CDMO) sector in 2000 [4] - The company has expanded globally since 2016, acquiring German company Ayanda and gaining control of American company Best Formulations [4] - Xianle Health is currently the largest CDMO in China and the third largest globally in the nutrition and health food sector, with soft capsules and gummies accounting for over 70% of its revenue [4] Group 2: Financial Performance - Recent financial data shows a slowdown in revenue growth, with revenues of 3.582 billion yuan, 4.211 billion yuan, and 3.291 billion yuan for the first three quarters of 2023, 2024, and 2025 respectively [5] - Net profits for the same periods were 240 million yuan, 282 million yuan, and 56 million yuan, with a projected decline in net profit for 2025 by 53% to 69% due to asset impairment losses and strategic investments [5][6] - The company plans to use funds from the IPO to enhance product R&D, implement digital upgrades, and optimize production capacity [7] Group 3: Market Challenges - The CDMO model heavily relies on large client orders, making revenue stability vulnerable to brand strategy changes [4] - The lifecycle of popular health products is shortening, impacting the CDMO model's profitability, as upfront costs may not be recouped if products exit the market prematurely [7] - The company aims to transition from a "manufacturing service provider" to a "solution provider" to improve pricing power and mitigate pressure from downstream pricing [6]

Core Viewpoint - Xianle Health has submitted a listing application to the Hong Kong Stock Exchange, aiming to establish an "A+H" dual capital platform to enhance its global strategy and capital strength [2] Group 1: Company Overview - Xianle Health was founded in 1993, initially focusing on pharmaceutical manufacturing, and entered the nutritional health food contract manufacturing sector in 2000 [2] - The company has been expanding its global business since 2016, acquiring German company Ayanda and gaining control of US company Best Formulations [2] - Xianle Health was listed on the Shenzhen Stock Exchange in September 2019 and primarily operates under the CDMO (Contract Development and Manufacturing Organization) model, producing soft capsules and gummies for international brands like Pfizer and HTC Group Ltd [2] Group 2: Financial Performance - Xianle Health's core products, soft capsules and gummies, account for over 70% of its revenue [2] - According to data from ZhiShi Consulting, Xianle Health ranks third globally and first in China in the nutritional health food CDMO market, with market shares of 6% and 3.6% for soft capsules and gummies, respectively [2] - Recent financial data shows a slowdown in revenue growth, with revenues of 3.582 billion yuan, 4.211 billion yuan, and 3.291 billion yuan for the first three quarters of 2023, 2024, and 2025, respectively, and net profits of 240 million yuan, 282 million yuan, and 56 million yuan for the same periods [3] Group 3: Future Outlook - Xianle Health anticipates a decline in net profit for 2025, projected between 101 million yuan and 151 million yuan, representing a year-on-year decrease of 53% to 69% [3] - The decline is attributed to a 195 million yuan asset impairment loss from the personal care segment, which has been underperforming due to decreased customer demand and rising costs [3] - The company plans to use the funds raised from the Hong Kong listing to enhance product R&D, implement global digital upgrades, build smart factories, optimize capacity layout, and improve sales and market expansion capabilities [4]

| 证券代码：300791 | 证券简称：仙乐健康 | 公告编码：2026-021 | | --- | --- | --- | | 债券代码：123113 | 债券简称：仙乐转债 | | 1 仙乐健康科技股份有限公司 关于第三届职工代表大会第七次会议决议的公告 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。 仙乐健康科技股份有限公司（下称"公司"或"仙乐健康"）于 2026 年 2 月 3 日在公司会议室举行第三届职工代表大会第七次会议（以下简称"会议"）， 现将会议决议情况公告如下： 一、会议决议情况 经全体出席会议的职工代表民主讨论及无记名投票，审议通过了如下事项： 审议通过了《关于〈仙乐健康科技股份有限公司 2026 年员工持股计划（草 案）〉及其摘要的议案》 公司《2026 年员工持股计划（草案）》及其摘要符合《公司法》《证券法》 《关于上市公司实施员工持股计划试点的指导意见》《深圳证券交易所上市公司 自律监管指引第 2 号——创业板上市公司规范运作》等相关法律、行政法规、规 范性文件和《公司章程》的规定，遵循依法合规、自愿参与、风险自担、资金自 筹的 ...

Investment Rating - The report rates the food and beverage industry as "essential consumption" with a stronger outlook than the market [2]. Core Insights - The Chinese food and beverage industry is transitioning from "incremental competition" to "stock competition," with overseas expansion becoming a crucial strategy for long-term survival and growth [6][12]. - The report identifies a four-stage model for overseas expansion, emphasizing the importance of supply chain specialization and ecological collaboration as the most promising path for Chinese companies [6][30]. Summary by Sections Four-Stage Overseas Expansion Model - The first stage is "Product Testing," focusing on low-cost market acceptance through exports [22]. - The second stage is "Localization," where companies establish local supply chains and operations to overcome trade barriers and enhance brand value [22]. - The third stage involves "Brand Acquisition and Integration," where companies pursue strategic acquisitions to expand their market presence [22]. - The fourth stage is "Global Value Network Construction," integrating global resources with regional agility to optimize efficiency and risk management [27]. Value Dimension Analysis - The report categorizes Chinese companies' overseas strategies into four types: efficiency advantage, product and category innovation, cultural empowerment and brand value, and supply chain ecological collaboration [30][31]. - Companies like Anqi Yeast and Xianle Health exemplify the supply chain specialization and ecological collaboration model, showcasing significant growth potential in overseas markets [30][47]. Growth Drivers and Recommended Targets - The report highlights that companies with established overseas operations and strong growth trajectories, such as Anqi Yeast and Xianle Health, are well-positioned for investment [47]. - Anqi Yeast has seen a compound annual growth rate of 20.7% in overseas revenue from 2022 to 2024, with a 37.6% share of total revenue coming from international markets [47][55]. - Xianle Health has achieved a remarkable 55.7% growth rate in overseas revenue during the same period, with 53.9% of its revenue derived from international operations [47][64].

Investment Rating - The report suggests a focus on companies that are transitioning from the initial product testing phase to the second phase of market penetration and localization, particularly those with strong supply chain capabilities [16][17]. Core Insights - The report identifies four stages of international expansion for Chinese companies, emphasizing the importance of product testing, localization, brand acquisition, and global value network construction [1][4]. - It highlights that the Chinese food and beverage industry has developed mature operational capabilities, making overseas expansion a natural choice [2][3]. - The report notes that while the overall overseas revenue for many Chinese companies remains low, certain segments, like health products, show higher overseas revenue ratios, indicating potential for growth [3][17]. Summary by Sections Industry Overview - The Chinese food and beverage sector is characterized by a complex domestic market, which provides a competitive advantage for companies looking to expand internationally [2][3]. - The report indicates that the overseas revenue share for food and beverage companies is significantly lower compared to other industries, suggesting room for growth [2]. Stages of International Expansion - The first stage involves product testing, where companies rely on local distributors to gauge market acceptance [6]. - The second stage focuses on market penetration and operational localization, where companies establish local supply chains and adapt products to local tastes [5][6]. - The third stage is characterized by brand acquisitions and network expansion, while the final stage involves managing a global value network [7][8]. Company Recommendations - The report recommends companies like Angel Yeast and Xinle Health, which have established strong overseas supply chains and operational entities, as key investment opportunities [18][21]. - Angel Yeast is noted for its significant overseas revenue growth, with projections indicating that overseas revenue could reach 40% by 2024 [19][20]. - Xinle Health is highlighted for its strong growth in overseas markets, particularly in regions like Europe and South America, with a focus on high-margin products [21][22].