关于 福建万辰生物科技集团股份有限公司 2025 年限制性股票激励计划（草案） 之 法律意见书 国浩律师（北京）事务所 北京市朝阳区东三环北路 38 号泰康金融大厦 9 层 邮编：100026 9 th Floor, Taikang Financial Tower, No. 38 North Road East Third Ring, Chaoyang District, Beijing, 100026, China 电话/Tel: 010-65890699 传真/Fax: 010-65176800 网址/Website: http://www.grandall.com.cn 二〇二五年四月 | 释 义 1 | | --- | | 一、本次激励计划的主体资格 3 | | 二、本次激励计划的主要内容 4 | | 三、本次激励计划的法定程序 13 | | 四、本次激励计划涉及的信息披露 14 | | 五、本次激励计划的资金来源 15 | | 六、本次激励计划对公司及全体股东利益的影响 15 | | 七、结论意见 15 | 国浩律师（北京）事务所 法律意见书 法律意见书 国浩京证字【2025】第 0068 号 致： ...

福建万辰生物科技集团股份有限公司 2025 年限制性股票激励计划实施考核管理办法 福建万辰生物科技集团股份有限公司 2025 年限制性股票激励计划 实施考核管理办法 福建万辰生物科技集团股份有限公司（以下简称"公司"或"万辰集团"） 为进一步完善公司法人治理结构，建立、健全公司长效激励约束机制，吸引和留 住核心人员和骨干员工，充分调动其积极性和创造性，有效提升核心团队凝聚力 和企业核心竞争力，有效地将股东、公司和核心团队三方利益结合在一起，使各 方共同关注公司的长远发展，确保公司发展战略和经营目标的实现，在充分保障 股东利益的前提下，按照激励与约束对等的原则，制定了《福建万辰生物科技集 团股份有限公司 2025 年限制性股票激励计划（草案）》。 为保证公司 2025 年限制性股票激励计划（以下简称"本激励计划"）的顺 利推进及有序实施，现根据《中华人民共和国公司法》《中华人民共和国证券法》 《上市公司股权激励管理办法》《深圳证券交易所创业板股票上市规则》《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》等有关法律、行 政法规、规范性文件和《公司章程》的有关规定，并结合公司实际情况，特制定 本 ...

Financial Performance - The company's revenue for Q1 2025 reached ¥10,820,875,514.95, representing a 124.02% increase compared to ¥4,830,392,702.55 in the same period last year[5] - Net profit attributable to shareholders was ¥214,852,188.58, a staggering increase of 3,344.13% from ¥6,238,216.19 year-on-year[5] - The net profit after deducting non-recurring gains and losses was ¥211,203,175.89, up 10,562.30% from ¥1,980,840.16 in the previous year[5] - Basic earnings per share rose to ¥1.1937, a 2,976.55% increase compared to ¥0.0388 in the previous year[5] - The company reported total operating revenue of ¥10,820,875,514.95 for the current period, a significant increase from ¥4,830,392,702.55 in the previous period, representing a growth of approximately 124.5%[26] - The company's net profit for the current period is CNY 387,971,056.62, compared to CNY 69,070,739.39 in the previous period, representing a significant increase[28] - Operating profit for the current period is CNY 522,559,753.12, up from CNY 114,177,836.10 in the previous period[28] - The total profit for the current period is CNY 523,610,058.59, significantly higher than CNY 113,126,326.15 in the previous period[28] - The company’s total comprehensive income for the current period is CNY 387,971,056.62, compared to CNY 69,070,739.39 in the previous period, indicating overall growth[28] Cash Flow and Liquidity - The net cash flow from operating activities was ¥714,289,079.87, reflecting a 158.82% increase from ¥275,974,753.98 in the same period last year[5] - The net cash flow from operating activities increased by 158.82% to approximately ¥714.29 million in Q1 2025, compared to ¥275.97 million in Q1 2024, primarily due to the growth in the company's bulk snack business[13] - The net cash increase for the period is CNY 706,570,626.00, compared to CNY 493,790,489.06 in the previous period, indicating strong liquidity[30] - The company has a cash and cash equivalents balance of CNY 2,915,858,421.81 at the end of the period, up from CNY 1,647,480,339.24 in the previous period[30] - Cash and cash equivalents increased to ¥2,996,082,435.53 from ¥2,380,613,526.63, representing a growth of about 25.8%[22] Assets and Liabilities - Total assets at the end of the reporting period were ¥6,780,752,579.77, down 6.52% from ¥7,253,406,343.70 at the end of the previous year[5] - The company's total assets decreased to ¥6,780,752,579.77 from ¥7,253,406,343.70, reflecting a decline of approximately 6.5%[24] - The company's total liabilities decreased to ¥4,932,321,500.06 from ¥5,792,060,060.90, a reduction of about 14.8%[24] - The company’s inventory decreased to ¥1,453,202,940.77 from ¥2,141,250,600.07, indicating a reduction of approximately 32.2%[22] - The company’s long-term borrowings increased to ¥372,594,200.00 from ¥237,484,200.00, reflecting an increase of about 56.7%[24] Shareholder Information - The total number of common shareholders at the end of the reporting period was 5,935, with no preferred shareholders having restored voting rights[15] - The largest shareholder, Fujian Huanxi Grass Agricultural Development Co., Ltd., holds 22.75% of the shares, amounting to 40,949,000 shares, with 7,000,000 shares pledged[15] - The second-largest shareholder, Zhangzhou Jinwancheng Investment Co., Ltd., owns 16.63% of the shares, totaling 29,935,000 shares[15] - Wang Zenin, a natural person, holds 14.23% of the shares, equivalent to 25,619,115 shares, with 23,549,115 shares subject to trading restrictions[15] - The total number of restricted shares at the beginning of the period was 24,171,615, with no new restricted shares added during the reporting period[18] - The company has not identified any related party relationships among the top ten shareholders or the top ten unrestricted shareholders[15] - There were no changes in the number of restricted shares for key executives during the reporting period[18] Business Operations - The company reported a significant increase in sales costs, which reached ¥9,628,748,692.34, a 120.93% rise from ¥4,358,301,924.03 year-on-year, due to the growth in the bulk snack business[12] - The net profit for the bulk snack business in Q1 2025 was ¥387,971,056.62, a 461.70% increase from ¥69,070,739.39 in the same period last year[12] - The company plans to continue focusing on the high-quality development of its bulk snack business, enhancing operational efficiency and brand strength[12] - The company plans to continue expanding its bulk snack business and enhance cash flow generation capabilities in the future[13] - Total operating costs for the current period were ¥10,302,565,841.81, compared to ¥4,722,040,573.06 in the previous period, indicating an increase of about 118.5%[26] Research and Development - The company’s research and development expenses for the current period were ¥1,107,439.20, compared to ¥936,565.28 in the previous period, showing an increase of approximately 18.2%[26]

作者 | 远禾 数据支持 | 勾股大数 据（www.gogudata.com） 过去几年间，零食行业经历了一次巨大调整。 上市之初接连几个涨停板的三只松鼠，如今股价已跌去 60%；来伊份在经历上市之初的高光之后，一路震荡下行，市值腰斩。 曾几何时狂飙猛涨的零食巨头们，都免不了高开低走的命运，与此同时，量贩零食正悄然起飞。 自去年 7月底以来，量贩零食连锁品牌"好想来"的母公司——万辰集团，股价已上涨6倍，是近9个月来，沪深上市公司中涨幅最高的公司。 | | | 万辰集团股价近9月涨6倍，领涨沪深两市 | | | | --- | --- | --- | --- | --- | | 序号 | 证券代码 | 证券简称 | 区间涨跌幅 記始交易日期] 2024-7-24 [截止交易日期] 最新收盘目 [車位] ％↓ | | | 1 | 300972.SZ | 万辰集团 | | 624.6288 | | 2 | 300100.SZ | 双林股份 | | 560.9858 | | 3 | 300718.SZ | 长盛轴承 | | 517.8868 | | ব | 688068.SH | 热景生物- | 股大数据 | 45 ...

作者 | 远禾 数据支持 | 勾股大数 据（www.gogudata.com） 过去几年间，零食行业经历了一次巨大调整。 上市之初接连几个涨停板的三只松鼠，如今股价已跌去 60%；来伊份在经历上市之初的高光之后，一路震荡下行，市值腰斩。 曾几何时狂飙猛涨的零食巨头们，都免不了高开低走的命运，与此同时，量贩零食正悄然起飞。 自去年 7月底以来，量贩零食连锁品牌"好想来"的母公司——万辰集团，股价已上涨6倍，是近9个月来，沪深上市公司中涨幅最高的公司。 | | | 万辰集团股价近9月涨6倍，领涨沪深两市 | | | | --- | --- | --- | --- | --- | | 序号 | 证券代码 | 证券简称 | 区间涨跌幅 [起始交易日期] 2024-7-24 [截止交易日期] 最新收盘日 [車位] ％↓ | | | 1 | 300972.SZ | 万辰集团 | | 624.6288 | | 2 | 300100.SZ | 双林股份 | | 560.9858 | | ਤੇ | 300718.SZ | 长盛轴承 | | 517.8868 | | ব | 688068.SH | 热景生物- | 股大数据 | ...

Investment Rating - The investment rating for the company is "Outperform" (maintained) [1] Core Insights - The company reported a significant revenue growth of 247.9% year-on-year, achieving a total revenue of 32.33 billion yuan in 2024, and a net profit of 294 million yuan, marking a turnaround from losses [4][5] - The rapid expansion of store numbers, with a net increase of 9,470 stores in 2024, is expected to enhance scale effects and further boost revenue [5] - Future projections indicate continued growth in net profit, with estimates of 660 million yuan in 2025, 1.07 billion yuan in 2026, and 1.54 billion yuan in 2027, representing year-on-year growth rates of 124.5%, 61.8%, and 44.7% respectively [4][8] Revenue and Profit Growth - In Q4 2024, the company achieved a revenue of 11.72 billion yuan, a year-on-year increase of 166.7%, with a net profit of 209 million yuan [4][5] - The gross margin for 2024 was reported at 10.8%, with the snack wholesale business contributing a gross margin of 10.9% [6] - The company is expected to continue expanding its store network, particularly in northern and southern regions, which will likely lead to further revenue growth [5] Financial Summary and Valuation Metrics - The company’s revenue is projected to reach 63.58 billion yuan in 2025, with a year-on-year growth of 96.7% [8] - The estimated P/E ratios for 2025, 2026, and 2027 are 35.1, 21.7, and 15.0 respectively, indicating a favorable valuation trend as profits increase [8] - The return on equity (ROE) is expected to be 45.2% in 2025, reflecting strong profitability [8]

Investment Rating - The investment rating for the company is "Buy" [2] Core Views - The company has exceeded expectations in store openings, indicating strong growth potential and profit elasticity in the future [7][9] - The revenue for 2024 reached 32.33 billion yuan, a year-on-year increase of 248%, with a net profit of 290 million yuan, up 454% year-on-year [9][14] - The company is expected to maintain a robust growth trajectory with projected revenues of 51.59 billion yuan, 59.27 billion yuan, and 62.13 billion yuan for 2025, 2026, and 2027 respectively [9][52] Revenue Summary - In 2024, the company achieved a revenue of 32.33 billion yuan, with the snack retail and edible fungus businesses contributing 31.79 billion yuan and 540 million yuan respectively, reflecting year-on-year growth of 263% and 1% [9][14] - The total number of snack retail stores reached 14,196, with a net increase of 9,470 stores, while the average revenue per store was 3.36 million yuan, a decrease of 5% year-on-year [9][14] Profit Summary - The company reported a net profit of 290 million yuan in 2024, with a net profit margin of 0.9% [9][24] - The snack retail business generated a net profit of 860 million yuan, with a net profit margin of 2.6% [9][24] - The company’s gross margin, selling expense ratio, and management expense ratio were 10.8%, 4.4%, and 3.0% respectively, showing improvements in cost management [9][24] Earnings Forecast and Investment Recommendations - The company is projected to achieve net profits of 748 million yuan, 1.09 billion yuan, and 1.21 billion yuan for 2025, 2026, and 2027 respectively, with corresponding PE ratios of 33, 22, and 20 [9][52] - The report maintains a target price of 145.47 yuan per share based on a 35x PE valuation for 2025, supporting the "Buy" rating [9][52][57]

Core Viewpoint - The company achieved significant revenue and profit growth in 2024, driven primarily by its snack business, despite challenges in the mushroom segment [1][2][3]. Financial Performance - In 2024, the company reported total revenue of 32.33 billion yuan, a year-on-year increase of 247.86%, and a net profit attributable to shareholders of 294 million yuan, up 453.95% [1]. - For Q4 2024, total revenue reached 11.72 billion yuan, reflecting a year-on-year growth of 166.68%, with net profit attributable to shareholders at 209 million yuan, a staggering increase of 894.27% [1]. Business Segments - The snack business generated revenue of 31.79 billion yuan in 2024, marking a year-on-year increase of 262.94%, while the mushroom segment saw a slight increase of 0.73% to 5.39 billion yuan [2]. - The company opened 9,776 new stores in 2024, bringing the total to 14,196, despite closing 242 stores due to operational reasons [2]. Profitability and Cost Management - The company's gross margin improved to 10.76% in 2024, up 1.46 percentage points year-on-year, driven by the increased share of the snack business and enhanced supply chain negotiation capabilities [3]. - In Q4 2024, the gross margin was 11.35%, reflecting a year-on-year increase of 0.96 percentage points [3]. Future Outlook - The company plans to continue focusing on the snack business as its core growth driver, with strategies including store expansion and supply chain optimization [3]. - A new store model, "Come to You Supermarket," will be rapidly replicated in 2025, focusing on snacks while expanding essential categories [3]. Dividend Policy - The company announced a cash dividend of 4.00 yuan per 10 shares for 2024, totaling approximately 108 million yuan, which represents 36.79% of the net profit attributable to shareholders [4]. - For the mid-2025 dividend, the company plans to distribute up to 50% of the net profit for that period [4]. Earnings Forecast - Revenue forecasts for 2025 and 2026 have been adjusted to 52.57 billion yuan and 63.52 billion yuan, respectively, with corresponding net profit estimates of 676 million yuan and 851 million yuan [5]. - The company maintains a "buy" rating, with projected EPS of 3.75, 4.73, and 5.86 yuan for 2025, 2026, and 2027, respectively [5].

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected relative price increase of over 20% compared to the benchmark index within six months [8][14]. Core Insights - The company achieved impressive financial results for the fiscal year 2024, with total revenue reaching 32.33 billion yuan, a year-on-year increase of 247.86%. The net profit attributable to shareholders was 294 million yuan, reflecting a staggering growth of 453.95% [4][8]. - The rapid expansion of the bulk snack business is a key driver of growth, with the number of stores increasing significantly. The company opened 9,776 new stores in 2024, ending the year with a total of 14,196 stores [5][6]. - The company is focusing on optimizing its supply chain and exploring new discount store formats to enhance its market position and profitability [6][8]. Financial Performance Summary - For the fourth quarter of 2024, the company reported total revenue of 11.72 billion yuan, a year-on-year increase of 166.68%, and a net profit of 209 million yuan, up 894.27% [4][5]. - The gross margin for 2024 was 10.76%, an increase of 1.46 percentage points year-on-year, driven by the higher contribution from the snack business and improved bargaining power in the supply chain [6][10]. - The company forecasts revenue growth to 52.57 billion yuan in 2025 and 63.52 billion yuan in 2026, with net profit projections of 676 million yuan and 851 million yuan respectively, indicating a growth rate of 130.19% for 2025 [8][10]. Store Expansion and Business Strategy - The company plans to continue its focus on the bulk snack business as a core growth driver, with ongoing store expansion and business model upgrades [6][8]. - The new store format "Come Save Supermarket" will enter a rapid replication phase in 2025, focusing on snacks while expanding essential product categories [6][8]. Dividend Distribution - The company announced a cash dividend of 4.00 yuan per 10 shares for the fiscal year 2024, totaling approximately 107.99 million yuan, which represents 36.79% of the net profit attributable to shareholders [7]. - The proposed mid-year dividend for 2025 is expected to be up to 50% of the corresponding period's net profit [7].

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected relative price increase of over 20% compared to the benchmark index within the next six months [8][14]. Core Insights - The company achieved impressive financial results in 2024, with total revenue reaching 32.33 billion yuan, a year-on-year increase of 247.86%. The net profit attributable to shareholders was 294 million yuan, reflecting a staggering growth of 453.95% [4][8]. - The rapid expansion of the bulk snack business is a key driver of growth, with the number of stores increasing significantly. The company opened 9,776 new stores in 2024, ending the year with a total of 14,196 stores [5][6]. - The gross margin improved to 10.76% in 2024, up 1.46 percentage points year-on-year, primarily due to the increased share of snack business and enhanced supply chain negotiation capabilities [6][8]. Financial Performance Summary - For 2024, the company reported total revenue of 32.33 billion yuan, with a net profit of 294 million yuan. The fourth quarter alone saw revenue of 11.72 billion yuan, a year-on-year increase of 166.68% [4][10]. - The company forecasts revenue growth to 52.57 billion yuan in 2025 and 63.52 billion yuan in 2026, representing year-on-year growth rates of 62.6% and 20.84%, respectively [8][10]. - The earnings per share (EPS) are projected to be 3.75 yuan in 2025 and 4.73 yuan in 2026, with corresponding price-to-earnings (P/E) ratios of 36 and 29 times [8][10].