| 证券代码：300791 | 证券简称：仙乐健康 | 公告编码：2026-012 | | --- | --- | --- | | 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 2026 年第一次临时股东会决议公告 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。 特别提示： 1、本次股东会未出现增加、否决或变更议案的情形； 2、本次股东会不涉及变更以往股东会已通过的决议。 一、 会议召开情况 1、现场会议召开时间：2026 年 1 月 27 日（星期二）下午 15:00 2、现场会议召开地点：上海市青浦区赵巷镇佳杰路 99 弄 2 号 8 层会议室， 公司现场会议同时提供了远程视频参会系统。 3、网络投票时间：2026 年 1 月 27 日 其中，通过深圳证券交易所交易系统进行网络投票的具体时间为：2026 年 1 月 27 日 9:15-9:25，9:30-11:30 和 13:00-15:00； 通过深圳证券交易所互联网投票系统投票的具体时间为：2026 年 1 月 27 日 9:15-15:00 期间的任意时间。 4、 ...

广东信达律师事务所 股东会法律意见书 中国深圳福田区益田路 6001 号太平金融大厦 11 楼、12 楼 邮政编码：518038 11、12/F, TaiPingFiance Tower,Yitian Road 6001,Futian District, ShenZhen, P. R. China 电话(Tel.)：(0755) 88265288 传真(Fax.)：(0755)88265537 网址(Website)：https://www.sundiallawfirm.com 广东信达律师事务所 关于仙乐健康科技股份有限公司 2026年第一次临时股东会的 法律意见书 信达会字（2026）第018号 致：仙乐健康科技股份有限公司（下称"贵公司"） 广东信达律师事务所接受贵公司的委托，指派周蒴婷律师及刘品律师（下称 "本所律师"）参加了贵公司2026年第一次临时股东会（下称"本次股东会"）， 并进行了必要的验证工作。现根据《中华人民共和国公司法》（下称"《公司法》"）、 《上市公司股东会规则》（下称"《股东会规则》"）、《深圳证券交易所上市 公司股东会网络投票实施细则》（下称"《网络投票实施细则》"）等法律法规 ...

Core Viewpoint - The recent appreciation of the RMB is expected to benefit the food and beverage sector through reduced import costs, improved domestic demand, and increased foreign investment allocation [1][2]. Group 1: Recent Developments - The RMB has accelerated its appreciation, breaking the 7 mark offshore on December 25 and reaching 6.96 onshore by January 22, indicating enhanced economic momentum and improved export competitiveness [1]. - Historical analysis shows that during previous RMB appreciation cycles (May-November 2020 and November-December 2022), the food and beverage sector outperformed the CSI 300 index by 18% and 12%, respectively [2]. Group 2: Cost, Demand, and Valuation Dynamics - Cost: The appreciation of the RMB reduces the converted prices of imported raw materials, leading to lower manufacturing costs and improved profitability. Key raw materials affected include soybeans, palm oil, oats, barley, and tree nuts [2]. - Demand: The recovery of domestic demand is a fundamental support for the strong RMB, which will further lower companies' restocking costs, shifting the industry from passive destocking to active restocking, thus reinforcing demand resilience [2]. - Valuation: The liquidity remains ample during the RMB appreciation cycle, enhancing the inflow of foreign capital into A-shares, which is expected to bring liquidity premiums to the food and beverage sector, known for its high foreign ownership [2]. Group 3: Investment Recommendations - The report highlights three main lines of focus for investment: 1. Cost benefits, recommending companies such as Ximai Food, Lihigh Food, Miaokelando, Qiaqia Food, and H&H [3]. 2. Demand recovery, recommending companies like Anjijia Food, Qianwei Central Kitchen, Youran Dairy, Modern Farming, New Dairy, and Wancheng Group [3]. 3. Valuation recovery, recommending companies including Yili Group, Mengniu Dairy, Xianle Health, Weilong Delicious, and Yanjinpuzi [3].

Investment Rating - Industry rating: Recommended [5] Core Insights - Recent appreciation of the RMB is expected to continue, enhancing domestic asset attractiveness and improving the competitiveness of export products [1] - Historical analysis shows that during previous RMB appreciation periods, the food and beverage sector outperformed the CSI 300 index by 18% and 12% respectively, indicating strong performance potential in the current cycle [2] - The current RMB appreciation is anticipated to create a triple resonance effect in the sector, leading to cost reduction, increased demand, and valuation recovery [2] Summary by Sections Cost Side - RMB appreciation reduces the import cost of raw materials, leading to lower manufacturing costs and improved profitability. Key raw materials affected include soybeans, palm oil, oats, barley, and tree nuts [2] Demand Side - Domestic demand recovery is a fundamental support for the strengthening RMB. The appreciation will lower inventory replenishment costs for companies, shifting the industry from passive destocking to active replenishment, thus reinforcing domestic demand resilience [2] Capital Side - The liquidity remains ample during the RMB appreciation cycle, increasing foreign capital inflow into A-shares. The food and beverage sector, with a high proportion of foreign holdings, is expected to benefit from valuation recovery driven by increased foreign allocation [2] Investment Recommendations - Focus on three main lines of investment: 1. Cost benefits: Recommended companies include Ximai Food, Lihigh Food, Miaokelando, Qiaqia Food, and H&H [3] 2. Demand recovery: Recommended companies include Anjijia Food, Qianwei Central Kitchen, Youran Livestock, Modern Dairy, New Dairy, and Wancheng Group [3] 3. Valuation recovery: Recommended companies include Yili, Mengniu Dairy, Xianle Health, Weilong Delicious, and Yanjinpuzi [3] Earnings Forecast and Valuation - Key companies and their respective ratings, earnings per share (EPS) forecasts, and price-to-earnings (P/E) ratios for the years 2024 to 2027 are provided, indicating a positive outlook for several companies in the sector [7]

Group 1 - The food processing sector increased by 0.41% on January 22, with Jiaoda Onlly leading the gains [1] - The Shanghai Composite Index closed at 4122.58, up 0.14%, while the Shenzhen Component Index closed at 14327.05, up 0.5% [1] - Key stocks in the food processing sector showed various performance, with Jiaoda Onlly closing at 6.93, up 4.52%, and Hai Xin Food at 6.81, up 2.10% [1] Group 2 - The food processing sector experienced a net outflow of 28.83 million yuan from main funds, while retail investors saw a net inflow of 51.78 million yuan [2] - The trading volume and turnover for key stocks varied, with Jiaoda Onlly having a trading volume of 190,700 shares and a turnover of 131 million yuan [1][2] - The stock performance of several companies showed mixed results, with some stocks like ST Chuntian and Xianle Health declining by 1.39% and 1.27% respectively [2] Group 3 - Main fund inflows were observed in stocks like Jiaoda Onlly with a net inflow of 14.38 million yuan, while retail investors showed a net inflow of 11.80 million yuan [3] - Stocks such as Shuanghui Development and Jinzi Ham also saw significant main fund inflows of 11.39 million yuan and 10.64 million yuan respectively [3] - The overall sentiment in the food processing sector appears mixed, with some stocks attracting retail interest despite main fund outflows [3]

迈入2026年，营养健康行业的资本化浪潮势头不减， 仙乐健康与西子健康接连宣布启动赴港上市计划。 | | | | 2020 + ± 7 昌 介 時 / | | | | --- | --- | --- | --- | --- | --- | | 已上市企业 | 企业名称 | 上市日期 | 上市板块 | 主营业务 | 备注 | | | 纽曼思 | 2025/1/10 | 港交所 | 母婴宫乔山 | | | | 新琪安集团 | 2025/6/10 | 港交所 | 功能性食品添加剂 | | | | 技源集团 企业名称 | 2025/7/23 递表日期 | 上交所 目标板块 | 功能性原料 主营业务 | 备注 | | | 衡美健康 | 2025/6/26 | 北交所 | 功能性食品代工 | | | | 宜品集团 | 2025/8/31 | 港交所 | 羊奶粉+特殊医学用途配方食品 | | | | 若羽臣 | 2025/9/19 | 港交所 | 营养健康品牌运营 + 电商服务 | A+H上市 | | | 华恒生物 | 2025/9/30 | 港交所 | 营养健康原料 | A+H上市 | | 未上市企业 | 禹王生物 | ...

仙乐健康披露，H股上市是为深化公司全球化战略布局，利用国际资本市场优势，打造多元化资本运作平台，以加快海外业务发展等。根据公司本次H股 上市的需要，公司正积极与相关中介机构就本次发行并上市的相关工作进行商讨，在股东会决议有效期内选择适当的时机和发行窗口完成本次发行并上 市。 据悉， 仙乐健康成立于1993年，总部位于广东汕头，是国内大型营养健康食品合同生产（CDMO）企业之一。业务涵盖产品研发、制造、包装及市场营 销全链条服务。2019年9月25日，仙乐健康在深圳证券交易所创业板上市，成为国内首家A股营养健康食品CDMO企业。 若本次赴港上市顺利完成，仙乐 健康有望成为营养健康行业首家A+H上市公司。 仙乐健康很早之前便开始全球化战略布局，通过投资、收购等方式，构建起中国（包括汕头、马鞍山、珠海）、美国、德国协同的本土化供应能力。早在 2012年，仙乐健康就在美国设有经营实体，2016年其收购Sirio Germany快速获取欧洲本地化产能、客户资源与合规资质，进一步推进全球化布局。2023年 1月，仙乐健康又收购了美国BFPC公司的控制权。 BFPC公司为美国领先的营养补充产品CDMO（合同研发生产）企业， ...

Core Insights - The nutritional functional food industry is experiencing significant growth driven by national policies, increased health awareness, and rising living standards. The market is projected to reach 288 billion yuan by 2025 and 328 billion yuan by 2026 [1][5]. Industry Overview - Nutritional functional foods are defined as foods that contain ingredients beneficial to human health, excluding health foods that require special approval. This category includes special dietary foods and regular packaged foods [2][3]. - The industry is characterized by a diverse range of products and applications, with health snacks being the largest segment, followed by gut health, beauty nutrition, weight management, and sports nutrition [1][5]. Market Size and Growth - The market size for nutritional functional foods in China is expected to grow from 144 billion yuan in 2019 to 288 billion yuan in 2025, with a further increase to 328 billion yuan by 2026 [5][6]. - Specific market segments for 2025 include health snacks at 103 billion yuan (35.76%), gut health at 65 billion yuan (22.57%), beauty nutrition at 39 billion yuan (13.54%), weight management at 36 billion yuan (12.50%), and sports nutrition at 22 billion yuan (7.64%) [1][5]. Industry Structure - The industry operates on a contract manufacturing model, where one party (the client) outsources production to another party (the contractor). This model allows for specialization in production while the client focuses on marketing and brand management [3][4]. - The supply chain includes upstream raw materials such as vitamins, proteins, and minerals, while the midstream involves research, production, and marketing [6]. Competitive Landscape - The competitive landscape is fragmented, with a few leading companies dominating the market. The top five companies accounted for 17.3% of the market share in 2023, up from 13.9% in 2022 [8]. - Major players in the industry include Hengmei Health, Xianle Health, Dajiang Biotechnology, and others, each with unique advantages [7][8]. Regulatory Environment - Recent government policies, such as the "National Food and Nutrition Development Outline (2025-2030)," aim to promote the nutritional functional food industry by emphasizing innovation and quality in food production [7]. Future Trends - The demand for health-oriented products is expected to grow due to rising income levels and an aging population, creating a favorable environment for the nutritional functional food industry [8].

Core Viewpoint - Xianle Health is strategically shifting its focus towards overseas markets by planning an IPO in Hong Kong, aiming to become the first A+H listed company in its industry, while divesting from underperforming segments to enhance its global presence [2][3][15]. Financial Performance - Domestic business revenue reached 818 million CNY, showing a year-on-year decline of 1.63%, indicating a stagnant performance [2]. - In contrast, overseas business revenue was 1.224 billion CNY, experiencing a growth of 5.58%, highlighting its role as a key profit driver [2]. Strategic Moves - The company has established seven production bases and five R&D centers across China and Europe, ensuring a comprehensive supply chain from product development to logistics [6]. - Recent infrastructure upgrades include the opening of a smart logistics center in Shantou and an industrial park in Thailand, enhancing its cross-border e-commerce capabilities [10]. Market Trends - The global health food market is projected to reach 226.8 billion USD by 2026, driven by trends such as aging populations and the increasing prevalence of chronic diseases among younger individuals [11]. Divestment Strategy - Xianle Health has decided to sell its subsidiary BFPC, which has incurred losses of nearly 380 million CNY over three and a half years, to streamline operations and focus on more profitable ventures [13]. IPO Plans - The upcoming IPO in Hong Kong is aimed at raising funds for R&D, digital transformation, and capacity expansion, with a focus on leveraging AI for precision nutrition and building smart factories [14]. - The company's strategy of divesting unprofitable segments while capitalizing on overseas business growth positions it favorably for the IPO and future market opportunities [15].

Core Viewpoint - Xianle Health is planning to issue H-shares and apply for listing on the Hong Kong Stock Exchange, marking a significant step in its global strategy and potentially making it the first A+H listed company in the nutrition and health industry [1] Financial Performance - For the first three quarters of 2025, Xianle Health reported total revenue of 3.291 billion yuan, a year-on-year increase of 7.96%, and a net profit attributable to shareholders of 260 million yuan, up 8.53% [2] - In the first half of 2025, the company achieved revenue of 2.042 billion yuan, a 2.57% increase year-on-year, and a net profit of 161 million yuan, growing by 4.30% [2] Market Segmentation - Domestic sales revenue was 818 million yuan, a decline of 1.63%, while overseas sales revenue reached 1.224 billion yuan, an increase of 5.58%, indicating a stronger growth in the international market [3] Global Expansion Strategy - Xianle Health has established seven production bases and five R&D centers across China, Europe, and the United States, aiming to provide comprehensive solutions for the global nutrition and health food industry [3] - The company is enhancing its global supply chain efficiency through logistics upgrades and new production facilities, such as the Shantou Smart Logistics Center and the Thailand Industrial Park [4] Industry Trends - The global nutrition and health food market is projected to grow from $191.5 billion in 2024 to $226.8 billion by 2026, driven by increasing health awareness among consumers [5] Future Plans - Xianle Health's upcoming IPO aims to raise funds for product R&D, technological advancements, and global market expansion, with a focus on digital transformation and smart manufacturing [8] - The company is also exploring opportunities to divest its underperforming subsidiary, Best Formulations PC LLC, which has reported significant losses [10]