证券代码：300972 证券简称：万辰集团 公告编号：2026-010 福建万辰食品集团股份有限公司 第四届董事会第四十五次会议决议公告 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。 一、董事会会议召开情况 福建万辰食品集团股份有限公司（以下简称"公司"）第四届董事会第四十 五次会议于 2026 年 1 月 22 日在公司会议室以现场结合通讯方式召开，本次董事 会会议通知于 2026 年 1 月 20 日以书面、电子邮件的形式向公司全体董事发出。 会议应参与表决董事 9 名，实际参与表决董事 9 名。本次会议由公司董事长王丽 卿主持，公司高级管理人员列席会议。本次会议的召开符合《中华人民共和国公 司法》等相关法律、法规以及《福建万辰食品集团股份有限公司章程》（以下简 称"《公司章程》"）的规定。 二、董事会会议审议情况 全体与会董事经认真审议，形成以下决议： （一）审议通过《关于作废公司 2023 年限制性股票激励计划、2023 年第二 期限制性股票激励计划及 2024 年限制性股票激励计划部分已授予尚未归属的限 制性股票的议案》 根据公司 2023 年限制 ...

Market Performance - The leisure food sector increased by 0.73% compared to the previous trading day, with "Good Idea" leading the gains [1] - The Shanghai Composite Index closed at 4136.16, up 0.33%, while the Shenzhen Component Index closed at 14439.66, up 0.79% [1] Individual Stock Performance - "Good Idea" (002582) closed at 16.18, up 6.03% with a trading volume of 698,800 shares and a transaction value of 1.123 billion yuan [1] - "Wancheng Group" (300972) closed at 219.50, up 3.51% with a transaction value of 601 million yuan [1] - "Lihigh Food" (300973) closed at 46.56, up 1.77% with a transaction value of 155 million yuan [1] - "Nanjiao Food" (605339) closed at 18.94, up 1.39% with a transaction value of 47.9721 million yuan [1] - "Purple Lotus Food" (603057) closed at 29.69, up 1.19% with a transaction value of 224 million yuan [1] - "Three Squirrels" (300783) closed at 24.50, up 0.82% with a transaction value of 221 million yuan [1] - "Maiqu'er" (002719) closed at 9.21, up 0.66% with a transaction value of 52.3833 million yuan [1] - "Liangpinpuzi" (603719) closed at 12.12, up 0.33% with a transaction value of 48.7241 million yuan [1] - "Guifaxiang" (002820) closed at 12.63, up 0.32% with a transaction value of 84.7587 million yuan [1] - "Ganyuan Food" (002991) closed at 62.82, up 0.05% with a transaction value of 59.5207 million yuan [1] Capital Flow - The leisure food sector experienced a net outflow of 112 million yuan from institutional investors, while retail investors saw a net inflow of 128 million yuan [2] - The capital flow for individual stocks shows varying trends, with "Wancheng Group" having a net inflow of 9.9595 million yuan from institutional investors [3] - "Lihigh Food" had a net inflow of 295.83 million yuan from retail investors, while "Salted Fish" (002847) saw a net outflow of 2.19959 million yuan from institutional investors [3]

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 dairy sector experienced a decline of 0.95%, ranking among the top declines in concept sectors, with companies like Huanlejia, Nanjiao Foods, and Fucheng Co. leading the losses [1][2] - Among the dairy stocks, 7 companies saw price increases, with Ketaobiotech, Yiyaton, and Sunshine Dairy rising by 3.26%, 2.41%, and 2.02% respectively [1][2] Group 2 - The dairy sector faced a net outflow of 233 million yuan from major funds, with 20 stocks experiencing net outflows, and 6 stocks seeing outflows exceeding 10 million yuan [2] - The stock with the highest net outflow was Beiyinmei, with a net outflow of 94.1 million yuan, followed by Wancheng Group and Huanlejia with outflows of 72.1 million yuan and 66.7 million yuan respectively [2][3] - On the other hand, the stocks with the highest net inflows included Yiyaton, Jinjian Rice Industry, and Qiaqia Foods, with inflows of 40.2 million yuan, 11.2 million yuan, and 10.3 million yuan respectively [2][3]

Investment Rating - The report assigns an "Accumulate" rating for the company, marking its first coverage [6]. Core Insights - The company is positioned in the rapidly growing snack food market, with a projected compound annual growth rate (CAGR) of 5.9% from 2024 to 2029, reaching a market size of 5.38 trillion yuan [5][14]. - The penetration rate of the bulk snack industry remains low, with expectations to increase from 3.2% in 2024 to 11.4% by 2029, indicating significant growth potential [5][15]. - The company has transitioned from a mushroom cultivation business to a bulk snack retailer, achieving a remarkable GMV growth of 282% from 2023 to 2024 [5][40]. - The company has a strong market presence with 15,365 stores across 29 provinces, particularly dominating in the Yangtze River Delta and surrounding areas [5][40]. Summary by Sections 1. Industry Overview - The snack food retail market in China is expected to grow from 3.17 trillion yuan in 2019 to 4.05 trillion yuan in 2024, with a CAGR of 5.0% [14]. - The bulk snack segment is the fastest-growing channel, with a CAGR of 77.9% from 2019 to 2024 [15]. 2. Company Development - The company has rapidly expanded its bulk snack business through acquisitions, integrating brands like "Lao Po Da Ren" and rebranding others under "Hao Xiang Lai" [5][40]. - The company’s bulk business has become its primary revenue source, contributing nearly 99% of total revenue by Q3 2025, with significant year-on-year growth [5][6]. 3. Financial Projections - Revenue projections for 2025, 2026, and 2027 are estimated at 50.30 billion, 59.78 billion, and 68.86 billion yuan, respectively, with corresponding net profits of 1.15 billion, 1.72 billion, and 2.01 billion yuan [6][7]. - The company’s net profit margin for the bulk business has been steadily increasing, reaching 5.33% by Q3 2025 [5][6]. 4. Operational Efficiency - The company employs a streamlined supply chain model that reduces costs and enhances efficiency, with a significant reduction in markup rates compared to traditional retail channels [5][23]. - The focus on digital management systems has improved inventory turnover and reduced waste, contributing to overall profitability [5][37].

Investment Rating - The report assigns an "Accumulate" rating for the company, marking its first coverage [6]. Core Insights - The company is positioned in the rapidly growing snack food market, with a projected compound annual growth rate (CAGR) of 5.9% from 2024 to 2029, reaching a market size of 5.38 trillion yuan [5][14]. - The penetration rate of the bulk snack industry remains low, with expectations to increase from 3.2% in 2024 to 11.4% by 2029, indicating significant growth potential [5][15]. - The company has transitioned from a mushroom cultivation business to a bulk snack retailer, achieving a remarkable GMV growth of 282% from 2023 to 2024 [5][40]. - The company has a strong market presence with 15,365 stores across 29 provinces, leading in the Yangtze River Delta and surrounding areas [5][40]. Summary by Sections Industry Overview - The snack food retail market in China is expected to grow from 3.17 trillion yuan in 2019 to 4.05 trillion yuan in 2024, with a CAGR of 5.0% [14]. - The bulk snack retail sector is the fastest-growing channel, with a projected CAGR of 36.5% from 2024 to 2029 [15][17]. Company Development - The company has rapidly expanded its bulk snack business through acquisitions, integrating brands like "Lao Xiao Chan" and "Lai You Pin" under the "Hao Xiang Lai" brand [5][40]. - The company’s bulk business has become its primary revenue source, contributing nearly 99% of total revenue by Q3 2025, with revenues of 318 billion yuan and 362 billion yuan for 2024 and Q1-Q3 2025, respectively [5][6]. Financial Performance - The company forecasts revenues of 503.01 billion yuan, 597.82 billion yuan, and 688.63 billion yuan for 2025, 2026, and 2027, respectively, with corresponding net profits of 11.46 billion yuan, 17.16 billion yuan, and 20.09 billion yuan [6][7]. - The net profit margin for the bulk business has been steadily increasing, reaching 5.33% by Q3 2025, with the bulk business contributing 96% of the company's total net profit [5][6].

Summary of Conference Call Notes Industry Overview - The retail sector in China is currently in the early stages of transformation, highlighting significant investment opportunities in discount retail [1] - The discount retail segment is emphasized as a key area for investment, with Wanchen Group identified as a leading player in this space [1] Company Insights - Wanchen Group is recognized as the purest representative of discount retail, suggesting strong potential for growth and investment [1] - The anticipated IPO of Mingming Henbang is expected to validate and enhance the valuation of the discount retail sector, potentially initiating a new trend of opportunities [1] Competitive Landscape - The milk tea market is characterized by strong cost-performance dynamics, with competitive advantages likely to expand [1] - For instance, Mixue Ice City is leveraging a rural-to-urban channel strategy, which has allowed it to penetrate markets despite initial supply chain disadvantages [1] - Currently, Mixue Ice City operates over 50,000 stores, which provides a robust supply chain advantage that is facilitating its increasing market penetration in first-tier cities [1] Investment Recommendations - The supply chain competitive advantages associated with cost-effective business models are expected to continue to proliferate [1] - It is recommended to focus on investment opportunities in companies like Mixue Group, which are well-positioned in the evolving market landscape [1]

Group 1 - The core purpose of the transaction is to enhance the intellectual property layout of the fresh retail platform "New Zero Help" rather than to expand into new business areas [2][4] - The acquisition involves Nanjing Wancheng Information Technology Co., Ltd. purchasing 100% equity of Nanjing Zhongcheng Information Technology Co., Ltd. from Jiangsu Haozailai E-commerce Co., Ltd. for approximately 54.016 million yuan [2] - The transaction is classified as a related party transaction due to the close relationship between the buyer and seller, with the actual controller of Jiangsu Haozailai being a significant shareholder of Wancheng Group [3] Group 2 - The acquisition is seen as a strategic asset consolidation, allowing Wancheng Group to unify control over key intellectual properties such as software, trademarks, and domain names related to "New Zero Help" [4] - Wancheng Group has been actively pursuing capital market opportunities, including a significant stock price increase and plans for an H-share listing on the Hong Kong Stock Exchange by September 2025 [4] - The company is also optimizing its internal governance structure, indicating a balance between external market expansion and internal resource integration to strengthen its core business [4]

Group 1 - The leisure food sector increased by 1.54% on January 20, with Wancheng Group leading the gains [1] - The Shanghai Composite Index closed at 4113.65, down 0.01%, while the Shenzhen Component Index closed at 14155.63, down 0.97% [1] - Key stocks in the leisure food sector showed significant price movements, with Wancheng Group rising by 6.04% to a closing price of 212.00 [1] Group 2 - The leisure food sector experienced a net outflow of 60.30 million yuan from institutional investors, while retail investors saw a net inflow of 75.82 million yuan [2] - Notable declines were observed in stocks such as Three Squirrels, which fell by 2.07% to a closing price of 24.58 [2] - The trading volume and turnover for various stocks in the sector varied, with significant activity noted in stocks like Haoxiangni and Ximai Food [2] Group 3 - Haoxiangni had a net inflow of 79.89 million yuan from institutional investors, while it faced a net outflow of 78.76 million yuan from retail investors [3] - Ximai Food also saw a net inflow of 10.14 million yuan from institutional investors, with retail investors experiencing a net outflow [3] - The data indicates varying levels of investor interest across different stocks within the leisure food sector, highlighting the dynamics of institutional versus retail investment [3]