北京市中伦（上海）律师事务所 关于品渥食品股份有限公司 2025 年第一次临时股东会的 | 一、 | 本次股东会的召集、召开程序 2 | | --- | --- | | 二、 | 本次股东会的召集人资格 3 | | 三、 | 本次股东会出席、列席人员资格 4 | | 四、 | 本次股东会的表决程序和表决结果 4 | | 五、 | 结论意见 7 | 北京市中伦（上海）律师事务所 关于品渥食品股份有限公司 法律意见书 二〇二五年十一月 2025 年第一次临时股东会的 法律意见书 致：品渥食品股份有限公司 北京市中伦（上海）律师事务所（以下简称"本所"）接受品渥食品股份有 限公司（以下简称"公司"或"品渥食品"）的委托，指派律师对公司 2025 年 第一次临时股东会（以下简称"本次股东会"）的相关事项进行见证并出具法律 意见书。 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共 和国证券法》（以下简称"《证券法》"）、《上市公司股东会规则》（以下简称"《股 东会规则》"）等法律、法规、规章和规范性文件以及《品渥食品股份有限公司 章程》（以下简称"《公司章程》"）的有关规定，本所律师就本次股东会的 ...

证券代码：300892 证券简称：品渥食品 公告编号：2025-045 品渥食品股份有限公司 2025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内容的真实、准确和完整， 没有虚假记载、误导性陈述或重大遗漏。 特别提示： 1.本次股东会不存在否决议案的情形。 2.本次股东会不涉及变更以往股东会已通过的决议。 一、会议召集和召开 1、召开时间：2025 年 11 月 14 日（星期五）14:30 6、会议召开的合法、合规性：本次会议的召开符合有关法律、法规、规范 性文件和《公司章程》的规定。 二、会议出席情况 1、股东总体出席情况 通过现场和网络投票的股东 55 人，代表有表决权的股份 64,828,879 股，占 公司有表决权股份总数（公司总股本扣除截至股权登记日回购专用账户持有数量， 下同）的 65.4812%。其中：通过现场投票的股东及股东授权委托代表 4 人，代表 有表决权的股份 62,234,179 股，占公司有表决权股份总数的 62.8604%；通过网络 投票的股东 51 人，代表有表决权的股份 2,594,700 股，占公司有表决权股份总数 的 2.6208%。 2、中小股东出席 ...

Summary of Key Points Core Viewpoint - The A-share market experienced significant block trading activity on November 12, with a total transaction volume of 1.91 billion yuan across 66 stocks, indicating notable investor interest in specific companies [1]. Group 1: Trading Activity - The top three companies by transaction volume were Huali Group (974 million yuan), Century Huato (111 million yuan), and Chunfeng Power (77.24 million yuan) [1]. - A total of 10 stocks were traded at par value, 9 stocks at a premium, and 47 stocks at a discount [1]. Group 2: Premium and Discount Rates - The stocks with the highest premium rates were Tom Cat (18.6%), Beijing Bank (9.77%), and AVIC Chengfei (9.04%) [1]. - The stocks with the highest discount rates were Tengya Precision (23.88%), Lexin Technology (20.22%), and Wens Foodstuff (19.27%) [1]. Group 3: Institutional Buying and Selling - The ranking of institutional buying was led by Huali Group (974 million yuan), followed by Century Huato (111 million yuan) and Chunfeng Power (77.24 million yuan) [2]. - The top stocks sold by institutional investors included Century Huato (111 million yuan), followed by Hengrui Medicine (36.02 million yuan) and Haowei Group (26.44 million yuan) [2].

Group 1 - The core point of the article highlights the recent performance of Pinwo Food, which saw a stock price increase of 1.77% to close at 37.35 yuan on November 11 [1] - A significant block trade occurred, with a total volume of 61,000 shares and a transaction amount of 2.0148 million yuan, with the first transaction price at 33.03 yuan, reflecting a discount of 11.57% [1] - Over the past three months, the stock has recorded two block trades with a cumulative transaction amount of 15.0558 million yuan, indicating active trading [1] Group 2 - In the last five trading days, the stock has increased by 10.24%, with a total net inflow of 23.0159 million yuan from major funds [1]

Group 1 - The core transaction of Pinwo Food involved a block trade of 61,000 shares, amounting to 2.0148 million yuan, which represented 0.49% of the total trading volume for the day [1][2] - The transaction price was 33.03 yuan per share, reflecting an 11.57% discount compared to the market closing price of 37.35 yuan [1][2]

Core Insights - The stock price of Pinwo Food increased by 2.04% on November 11, reaching 37.45 CNY per share, with a trading volume of 242 million CNY and a turnover rate of 10.26% [1] - Year-to-date, the stock has risen by 17.39%, with a 10.54% increase over the last five trading days [1] - The company has a market capitalization of 3.745 billion CNY and has appeared on the trading leaderboard twice this year [1] Financial Performance - For the period from January to September 2025, Pinwo Food reported a revenue of 589 million CNY, a year-on-year decrease of 7.69%, while the net profit attributable to shareholders increased by 312.18% to 12.1533 million CNY [2] - The company has distributed a total of 55.9004 million CNY in dividends since its A-share listing, with 9.9004 million CNY distributed over the last three years [3] Shareholder Information - As of September 30, the number of shareholders for Pinwo Food was 13,600, a decrease of 10.59% from the previous period, while the average circulating shares per person increased by 11.85% to 4,739 shares [2] Business Overview - Pinwo Food, established on September 9, 1997, and listed on September 24, 2020, is based in Shanghai and focuses on the development, import, and sales of food products, with a revenue composition of 82.92% from dairy products and 16.72% from beer [1]

Core Insights - The beer sector has seen a rise of 2.48% as of the market close on November 10, ranking it 9th among concept sectors [1] - Within the beer sector, 28 stocks increased in value, with notable gains from Pinwa Food (up 8.84%), Luzhou Laojiao (up 8.23%), and Jinhui Wine (up 6.17%) [1] Market Performance - The top-performing concept sectors today include Dairy (up 4.36%), Cultivated Diamonds (up 3.46%), and Baijiu (up 3.01%) [2] - The beer concept sector recorded a net inflow of 387 million yuan, with 22 stocks experiencing net inflows, and 9 stocks seeing inflows exceeding 10 million yuan [2] - Luzhou Laojiao led the net inflow with 173 million yuan, followed by Qingdao Beer (58.07 million yuan), He Bai Group (28.30 million yuan), and Jinzongzi Wine (27.12 million yuan) [2] Fund Flow Analysis - The stocks with the highest net inflow ratios include Rhine Biology (10.76%), Qingdao Beer (10.60%), and Chongqing Beer (10.28%) [3] - The beer concept fund inflow rankings show Luzhou Laojiao with a daily increase of 8.23% and a turnover rate of 1.94%, while Qingdao Beer increased by 1.89% with a turnover rate of 1.18% [3][4] - Other notable stocks include He Bai Group (up 4.59%), Jinzongzi Wine (up 3.90%), and Pinwa Food (up 8.84%) [4]

Market Overview - The Shanghai Composite Index closed at 4018.60 points, above the annual line, with a change of 0.53% [1] - The total trading volume of A-shares reached 2,194.371 billion yuan [1] Stocks Breaking Annual Line - A total of 112 A-shares have surpassed the annual line today, with notable stocks showing significant deviation rates [1] - The stocks with the highest deviation rates include: - Shede Liquor: 9.90% - Binhai Energy: 8.36% - Pinwo Food: 6.38% [1] Detailed Stock Performance - The following table summarizes the performance of stocks that broke the annual line: - Shede Liquor (600702): Today's change of 10.01%, turnover rate of 7.58%, latest price 65.63 yuan [1] - Binhai Energy (000695): Today's change of 9.96%, turnover rate of 5.02%, latest price 12.47 yuan [1] - Pinwo Food (300892): Today's change of 8.84%, turnover rate of 16.98%, latest price 36.70 yuan [1] - Other notable stocks include: - Haida Co. (300320): 8.77% change, 9.19% turnover, latest price 10.91 yuan [1] - Huachao City A (000069): 9.92% change, 3.74% turnover, latest price 2.66 yuan [1] Additional Stocks with Minor Deviations - Stocks with smaller deviation rates that just crossed the annual line include: - Wanxin Media: Minor deviation rate [1] - Chengdu Bank: Minor deviation rate [1] - China Publishing: Minor deviation rate [1]

Core Points - The Shanghai Composite Index closed at 4003.28 points, above the annual line, with a slight increase of 0.14% [1] - A total of 99 A-shares have surpassed the annual line today, with notable stocks showing significant deviation rates [1] Summary by Category Stock Performance - The top three stocks with the highest deviation rates from the annual line are: - Shede Liquor: 9.90% deviation, closing price at 65.63 yuan, with a daily increase of 10.01% and a turnover rate of 7.35% [1] - Binhai Energy: 8.36% deviation, closing price at 12.47 yuan, with a daily increase of 9.96% and a turnover rate of 4.90% [1] - Haida Co.: 6.84% deviation, closing price at 10.97 yuan, with a daily increase of 9.37% and a turnover rate of 7.63% [1] Additional Notable Stocks - Other stocks with significant performance include: - Huashang City A: 6.04% deviation, closing price at 2.66 yuan, with a daily increase of 9.92% [1] - Pinwo Food: 5.69% deviation, closing price at 36.46 yuan, with a daily increase of 8.13% [1] - North University Medicine: 5.58% deviation, closing price at 6.48 yuan, with a daily increase of 10.02% [1] Market Overview - The total trading volume of A-shares today reached 17996.71 billion yuan, indicating active market participation [1]

Market Overview - As of 10:30 AM today, the Shanghai Composite Index is at 3998.79 points, with a slight increase of 0.03% and total A-share trading volume reaching 1,083.642 billion yuan [1] Stocks Breaking Through Annual Line - A total of 76 A-shares have surpassed their annual line today, with notable stocks showing significant deviation rates including Binhai Energy at 8.36%, Overseas Chinese Town A at 6.04%, and Peking University Pharmaceutical at 5.58% [1] - The stocks with the largest deviation rates are as follows: - Binhai Energy: 9.96% increase, turnover rate of 4.54%, annual line at 11.51 yuan, latest price at 12.47 yuan [1] - Overseas Chinese Town A: 9.92% increase, turnover rate of 3.53%, annual line at 2.51 yuan, latest price at 2.66 yuan [1] - Peking University Pharmaceutical: 10.02% increase, turnover rate of 6.51%, annual line at 6.14 yuan, latest price at 6.48 yuan [1] Additional Stocks with Minor Deviations - Other stocks that have just crossed the annual line with smaller deviation rates include: - Shifeng Culture: 7.28% increase, turnover rate of 9.18%, annual line at 20.09 yuan, latest price at 20.92 yuan [1] - Shede Liquor: 3.72% increase, turnover rate of 2.05%, annual line at 59.70 yuan, latest price at 61.88 yuan [1] - Times Energy: 3.05% increase, turnover rate of 1.39%, annual line at 16.45 yuan, latest price at 16.92 yuan [1]