上海融孚律师事务所 关于上海海融食品科技股份有限公司 2024 年年度股东会的 法律意见书 法律意见书 致：上海海融食品科技股份有限公司 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》"）、中国证券监督管理委员会《上市 公司股东会规则》（以下简称"《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（2025 修订）》（以下简称"《网络投票实施细则》"） 等法律、法规及《上海海融食品科技股份有限公司章程》（以下简称"《公司章 程》"）以及其他相关规范性文件的规定，上海融孚律师事务所（以下简称"本 所"）接受上海海融食品科技股份有限公司（以下简称"公司"）的委托，指派 律师出席了公司于 2025 年 5 月 15 日在上海市奉贤区金汇镇金斗路 666 号公司会 议室召开的 2024 年年度股东会（以下简称"本次股东会"），并对公司本次股 东会的相关事项进行见证，依法出具本法律意见书。 本法律意见书仅就本次股东会的召集和召开程序是否符合法律、行政法规及 《公司章程》的规定，以及出席本次股东会人员的资格、召集人资格、会议表决 程序及表决结果是 ...

Group 1: Company Performance and Financials - The company plans to distribute cash dividends of 4 RMB per 10 shares, totaling approximately 35.84 million RMB, and will also increase capital stock by 4 shares for every 10 shares held, amounting to 35.84 million shares [3] - The net cash flow from operating activities increased by 42.56% year-on-year, reaching 172 million RMB, primarily due to increased sales and government subsidies of 48.5 million RMB recognized as deferred income [5] - The company reported a 23.78% year-on-year growth in net profit for 2024 [3] Group 2: Production Capacity and Expansion - The production capacity at the Guangdong factory is designed to reach 60,000 tons, and the second production line in India has increased total capacity from 13,000 tons to 35,000 tons per year [1] - The company is actively expanding its marketing channels, optimizing product structure, and enhancing its competitive edge in the health food and plant-based sectors [2][4] Group 3: Market Trends and Competition - The Chinese baking food market is projected to reach approximately 336 billion RMB in 2024, showing significant growth compared to 2023 [9] - The baking industry is experiencing a shift towards diversified consumption scenarios, with increasing consumer demand for quality, health, and creativity in products [9] - The competitive landscape in the baking raw materials sector remains fragmented, providing opportunities for leading companies to capture market share [6][7] Group 4: Strategic Initiatives and Challenges - The company is focusing on enhancing supply chain management and adjusting supplier structures to stabilize raw material supply and mitigate cost fluctuations [7] - Investment activities saw a net cash outflow of 367 million RMB, a decrease of 306.72% year-on-year, primarily due to increased structural deposits [12][15] - The company is committed to continuous innovation and product development to meet evolving consumer needs and market demands [10][14]

Investment Rating - The report maintains a "Buy" investment rating for the company [10] Core Views - The company has successfully expanded its direct customer base and is focusing on the progress of capacity release [1] - Revenue for 2024 is projected at 1.087 billion yuan, representing a 14% year-on-year increase, with a net profit of 111 million yuan, up 24% [1] - The company is expected to continue its positive operational trend due to the optimization of raw material costs and the implementation of capacity projects [10] Summary by Sections Financial Performance - In 2024, total revenue reached 1.087 billion yuan, with a net profit of 111 million yuan and a non-recurring net profit of 94 million yuan [1] - For Q4 2024, total revenue was 321 million yuan, a 30% increase year-on-year, while net profit slightly decreased by 1% [1] - Q1 2025 revenue was 240 million yuan, a 6% decrease year-on-year, with net profit dropping by 80% [1] Cost Management - The gross margin for 2024 and Q1 2025 decreased by 0.04 percentage points and 9 percentage points to 35.03% and 28.63%, respectively [2] - The company is implementing strategies such as structural price locking and direct supplier engagement to mitigate cost pressures [2] Product Development - Revenue from cream products in 2024 was 1.008 billion yuan, a 16% increase, with a gross margin of 35.48% [3] - The company is focusing on product structure upgrades and is expected to alleviate capacity bottlenecks with the second phase of investment projects set for completion in June [3] Sales Channels - Revenue from distribution channels in 2024 was 877 million yuan, a 6% increase, while direct sales revenue surged by 65% to 210 million yuan [4] - The company is actively helping distributors develop regional products to adapt to market trends [4] Market Expansion - The company achieved overseas revenue of 216 million yuan in 2024, a 17% increase, with expectations for continued double-digit growth in 2025 [9] Earnings Forecast - EPS for 2025-2027 is projected to be 1.31, 1.58, and 1.92 yuan, respectively, with corresponding PE ratios of 26, 21, and 18 times [10]

Investment Rating - The report maintains a "Buy" investment rating for the company [10] Core Views - The company has successfully expanded its direct customer base and is focusing on the progress of capacity release [1] - Revenue for 2024 is projected at 1.087 billion yuan, representing a 14% year-on-year increase, with a net profit of 111 million yuan, up 24% [1] - The company is expected to continue its positive operational trend due to the optimization of raw material costs and the implementation of capacity projects [10] Summary by Sections Financial Performance - In 2024, total revenue reached 1.087 billion yuan, with a net profit of 111 million yuan and a non-recurring net profit of 94 million yuan [1] - For Q1 2025, revenue was 240 million yuan, a decrease of 6% year-on-year, with a net profit of 7 million yuan, down 80% [1] Cost Management - The gross margin for 2024 and Q1 2025 decreased by 0.04 percentage points and 9 percentage points to 35.03% and 28.63%, respectively [2] - The company is implementing strategies such as structural price locking and direct engagement with core suppliers to mitigate cost pressures [2] Product Development - Revenue from cream products in 2024 was 1.008 billion yuan, a 16% increase, with a gross margin of 35.48% [3] - The company is focusing on upgrading its product structure and optimizing cost-performance ratios for its products [3] Sales Channels - Revenue from distribution channels in 2024 was 877 million yuan, a 6% increase, while direct sales revenue grew by 65% to 210 million yuan [4] - The company is actively developing large customers and enhancing its customer coverage [9] Market Outlook - The overseas revenue for 2024 was 216 million yuan, reflecting a 17% increase, with expectations for continued double-digit growth in 2025 [9] - The company anticipates that the second phase of its investment projects will significantly alleviate capacity bottlenecks [3]

Financial Performance - The basic earnings per share for Q1 2025 is 0.0807 yuan, a decrease of 79.81% compared to Q1 2024, which was 0.3997 yuan [1] - The net profit for Q1 2025 is 0.07 billion yuan, down 80.56% from 0.36 billion yuan in Q1 2024 [1] - The return on equity for Q1 2025 is 0.46%, a significant drop of 80.51% from 2.36% in Q1 2024 [1] - The total revenue for Q1 2025 is 2.4 billion yuan, a decrease of 5.51% compared to 2.54 billion yuan in Q1 2024 [1] Shareholder Structure - The top ten unrestricted shareholders hold a total of 19.32 million shares, accounting for 47.14% of the circulating shares, with a decrease of 276,500 shares from the previous period [1] - The largest shareholder, Huang Haixiao, holds 9.72 million shares, representing 23.72% of the total share capital, with no change [2] - New entry in the top ten shareholders is Wang Xi, holding 0.2519 million shares, representing 0.61% of the total share capital [2] Dividend Policy - The company has announced that there will be no distribution or transfer of dividends this time [3]

Financial Performance - The company's revenue for Q1 2025 was ¥240,055,332.33, a decrease of 5.58% compared to ¥254,231,727.87 in the same period last year[5]. - Net profit attributable to shareholders was ¥7,233,601.17, down 79.89% from ¥35,970,313.09 year-on-year[5]. - Total operating revenue decreased to ¥240,055,332.33 from ¥254,231,727.87, representing a decline of approximately 5.1% year-over-year[23]. - Net profit for the period was ¥7,221,345.49, down from ¥35,970,433.73, reflecting a decrease of approximately 80% year-over-year[24]. - Basic and diluted earnings per share decreased to ¥0.0807 from ¥0.3997, a decline of about 79.8% year-over-year[25]. Cash Flow and Assets - The net cash flow from operating activities was -¥40,303,873.57, representing a decline of 205.26% compared to -¥13,202,935.93 in the previous year[5]. - The company's cash and cash equivalents decreased from CNY 312,505,495.77 to CNY 292,621,360.77, reflecting a decline of approximately 6%[19]. - The ending balance of cash and cash equivalents was CNY 292,621,360.77, up from CNY 266,004,976.07 in the previous period[27]. - The net increase in cash and cash equivalents was CNY -19,884,135.00, compared to CNY -304,685,137.89 in the previous period[27]. - The company's total assets at the end of the reporting period were ¥1,847,538,825.17, a decrease of 0.88% from ¥1,863,924,935.23 at the end of the previous year[5]. Inventory and Liabilities - Inventory increased by 43.16% to ¥165,882,433.62, primarily due to rising raw material prices during the reporting period[11]. - Trade receivables decreased from CNY 97,611,425.13 to CNY 82,579,865.82, a reduction of about 15%[19]. - Total liabilities decreased to ¥287,636,492.15 from ¥312,348,009.22, a decline of about 7.9%[21]. Operational Challenges - The gross profit margin for the company's products decreased due to rising raw material prices, particularly for fat-containing products[9]. - The company reported a significant increase in credit impairment losses by 464.76% to ¥722,423.87 due to reduced provisions for bad debts[12]. - Total operating costs increased to ¥236,198,310.04 from ¥216,547,145.86, marking an increase of about 9.1% year-over-year[23]. Strategic Initiatives - The company plans to enhance supply chain management and adjust supplier structures to stabilize raw material supply in 2025[9]. - The company aims to optimize product structure and strengthen marketing networks to enhance market competitiveness in the upcoming year[9]. Research and Development - Research and development expenses rose to ¥9,668,497.94 from ¥7,771,098.21, an increase of about 24.4% year-over-year[23]. Other Information - The company has not reported any changes in the participation of major shareholders in margin financing and securities lending activities[14]. - The company has not disclosed any new strategies or market expansions during the reporting period[14]. - There are no updates on new product developments or technological advancements mentioned in the conference call[14]. - The company has not provided specific future guidance or performance outlook in the current report[14]. - The company’s first quarter report was not audited[28].

Group 1: Sales Performance - The company achieved a 13.89% year-on-year sales growth in 2024, with dairy products contributing the most to revenue, accounting for 92.71% of total sales [1] - The sales figures for dairy products include: cream sales of 415.07 million CNY, plant-based cream sales of 277.11 million CNY, and liquid cream sales of 127.43 million CNY, representing 41.18%, 27.49%, and 12.64% of cream revenue respectively [1] Group 2: Product Development and Innovation - The company launched several new products, including "Lianru Aonong Liquid Cream Pro" and "Mousse Special Liquid Cream," while continuously upgrading popular products like "Lianru 70pro Liquid Cream" [1] - The focus on zero hydrogenated oils, zero trans fats, and customized product solutions has led to the introduction of large-scale products to meet diverse customer needs [2] Group 3: International Market Expansion - The company has established distributors in Thailand, Indonesia, and Vietnam, and set up sales subsidiaries in the Philippines, Turkey, and Malaysia, with plans to expand into markets like Russia and Singapore [3] - Overseas business revenue reached 216 million CNY, reflecting a 16.78% year-on-year growth, supported by the commissioning of a new production line in India with a capacity of 22,000 tons per year [3] Group 4: Financial Performance - The net cash flow from operating activities increased by 42.56% year-on-year, amounting to 172 million CNY, primarily due to increased sales and government subsidies of 48.5 million CNY recognized as deferred income [3] Group 5: Future Outlook - The company plans to optimize product structure and strengthen marketing networks, focusing on health foods and plant-based strategies to enhance market competitiveness [5] - The outlook for 2025 includes improving gross margins through better supply chain management and flexible procurement strategies to stabilize raw material costs [5]

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected relative price increase of over 20% compared to the market benchmark within the next six months [17]. Core Views - The company achieved a revenue of 1.087 billion yuan in 2024, representing a year-on-year growth of 13.89%. The net profit attributable to shareholders was 111 million yuan, up 23.78% year-on-year [2]. - The company has seen significant growth in its direct sales channel, with a 65.37% increase in revenue compared to the previous year, contributing to overall revenue growth [3]. - The company is expected to continue its growth trajectory with new production capacities coming online, including an additional 80,000 tons of capacity for baking cream and plant-based protein beverages [5]. Financial Performance Summary - In 2024, the company reported a gross margin of 35.03%, slightly down from the previous year, primarily due to fluctuations in raw material prices and changes in channel structure [4]. - The company’s net profit margin for 2024 was 10.19%, reflecting a year-on-year increase of 0.81 percentage points, while the fourth quarter saw a decline in profitability [4]. - The company plans to raise up to 300 million yuan through a new share issuance to support its growth initiatives [5]. Revenue and Profit Forecast - The company’s revenue is projected to reach 1.378 billion yuan in 2025, with a growth rate of 27%, and net profit is expected to be 132 million yuan, reflecting a 19% increase [6][10]. - Earnings per share (EPS) are forecasted to be 1.46 yuan in 2025, with a corresponding price-to-earnings (P/E) ratio of 24 [10][11].

Core Insights - Huirong Technology (300915.SZ) released its 2024 annual report on April 24, 2025, revealing that 20 institutional investors disclosed holdings totaling 2.9486 million shares, representing 3.28% of the company's total equity [1] - The top ten institutional investors collectively held 3.23% of the shares, with a decrease of 2.20 percentage points compared to the previous quarter [1] Institutional Holdings - The top ten institutional investors include Shanghai Huirong Food Technology Co., Ltd. - Phase I Employee Stock Ownership Plan, Hainan Yangjiao Private Fund Management Partnership (Limited Partnership) - Yangjiao Zero Private Securities Investment Fund, and several products from China Pacific Insurance [1] - In the public fund sector, 14 new public funds were disclosed this quarter, including products from Chuangjin Hexin Digital Economy Theme Stock A and others [1] Insurance Capital - One new insurance investor was disclosed this quarter, specifically China Pacific Property Insurance - Traditional - Ordinary Insurance Product - 013C-CT001 [2]

Core Viewpoint - Hai Rong Technology (海融科技) reported a strong performance in 2024, achieving significant revenue and profit growth despite challenges in the domestic consumption market [1][2]. Financial Performance - The company achieved an annual revenue of 1.087 billion yuan, representing a year-on-year increase of 13.89% [1] - The net profit attributable to shareholders reached 111 million yuan, up 23.78% year-on-year, while the net profit excluding non-recurring items was 94 million yuan, reflecting a growth of 29.98% [1] - Total assets amounted to 1.864 billion yuan, a 5.24% increase compared to the previous year, and net assets attributable to shareholders were 1.552 billion yuan, up 2.96% year-on-year [1] Product Innovation and R&D - The company increased its R&D investment to 36.46 million yuan, a growth of 17.15% year-on-year, focusing on product innovation and upgrading its product matrix [2] - Hai Rong Technology received multiple industry awards, including the "Leading Enterprise in China's Baking Industry" and the iSEE Global Delicious Award [2] Market Expansion and Channel Development - The company adopted a dual-circulation strategy, expanding both domestic and international markets, with over 900 distributors in China [3] - In the domestic market, Hai Rong Technology deepened its presence in the baking, catering, and food industries, while in the overseas market, it established production lines and subsidiaries in high-growth emerging markets [3][6] - Overseas revenue reached 216 million yuan, a year-on-year increase of 16.78%, accounting for 19.86% of total revenue [3] Brand Strategy - The company developed the "Big Eye Cute Eagle" IP to enhance product innovation and marketing, creating a differentiated brand ecosystem [4] - Hai Rong Technology integrated various new media platforms to strengthen brand influence and consumer engagement through creative content and marketing activities [4] Supply Chain and Industry Support - The company provides a comprehensive supply solution for the new tea beverage industry, covering multiple product categories and offering one-stop product solutions [5] - Hai Rong Technology is enhancing its supply chain efficiency through digital transformation and has been recognized as one of the "Top 100 Catering Supply Chain Enterprises" for 2025 [5] Future Outlook - The company aims to strengthen its core business advantages and enhance competitiveness in both domestic and international markets by focusing on R&D, optimizing product structure, and improving supply chain capabilities [7]