3、本次股东会以现场表决与网络投票相结合的方式召开。 特别提示： 1、本次股东会没有出现否决议案的情形。 2、本次股东会不涉及变更前次股东会决议。 证券代码：300972 证券简称：万辰集团 公告编号：2025-124 福建万辰生物科技集团股份有限公司 2025 年第七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。 一、会议召开和出席情况 （一）会议召开情况 1、会议召开时间 （1）现场会议时间： 2025 年 12 月 1 日（星期一）14:30 （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的时间为：2025 年 12 月 1 日（星期一）上午 9:15-9:25，9:30-11:30 和下午 13:00-15:00。通过深圳证 券交易所互联网系统投票的具体时间为：2025 年 12 月 1 日（星期一）上午 9:15 至 下午 15:00 的任意时间。 2、会议召开地点：福建省漳浦台湾农民创业园公司会议室。 3、会议召开方式：本次股东会采取现场表决与网络投票相结合的方式。 4、会议召集人：公司董事会。 5、会议主持人：王 ...

国浩律师（北京）事务所 关于 福建万辰生物科技集团股份有限公司 2025 年第七次临时股东会 之 法律意见书 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 二零二五年十二月 国浩律师（北京）事务所 法律意见书 国浩律师（北京）事务所 经本所律师核查，公司本次股东会是由 2025 年 11 月 14 日召开的公司第四 届董事会第四十次会议提议召开，公司董事会负责召集。根据 2025 年 11 月 15 日发布于指定披露媒体的《福建万辰生物科技集团股份有限公司关于召开公司 2025 年第七次临时股东会的通知》（以下简称"会议通知"），公司董事会于本 一、本次股东会的召集、召开程序 关于福建万辰生物科技集 ...

Core Insights - Discount supermarkets and bulk stores are rapidly emerging as a significant force disrupting traditional beverage channels, with a notable increase in consumer penetration in snack stores from 20% in 2023 to 40% [2][3] - Beverage brands are beginning to adapt to this channel restructuring, acknowledging the rapid growth of discount supermarkets despite initial resistance due to concerns over price disruption [3][4] Group 1: Market Dynamics - Discount stores like Haote Mai and bulk stores are selling beverages at significantly lower prices, with discounts ranging from 30% to 50% compared to convenience stores [4][10] - The sales growth in snack stores has reached 20% when comparing rolling annual sales data from June 2024 to June 2025 [2] Group 2: Brand Strategies - Major beverage companies are increasingly collaborating with discount stores to maintain market presence, with some brands adjusting their pricing strategies to align with these channels [11][12] - Companies like China Wangwang and Huanle Jia have reported significant revenue contributions from snack store channels, with Wangwang's contribution rising from 10% in 2024 to 15% in 2025 [12][14] Group 3: Consumer Behavior - Consumers are becoming more price-sensitive, often comparing prices between discount stores and traditional retailers, which is influencing purchasing decisions [10][11] - The trend of purchasing beverages with shorter shelf lives is growing, as consumers prioritize immediate consumption over long-term storage [5][7] Group 4: Product Customization - Beverage brands are developing customized products specifically for discount channels, allowing them to maintain competitive pricing while protecting traditional distribution channels [16] - Notable examples include Coca-Cola's introduction of smaller packaging sizes for discount stores, aimed at price-sensitive consumers [14][16]

Group 1: Economic Indicators and Consumer Trends - The CPI in October showed a slight improvement, with a year-on-year increase of 0.2% and a month-on-month increase of 0.2%, indicating a potential recovery trend that may continue into the first half of next year [6][10] - The retail sales of consumer goods in October reached 46,291 billion yuan, growing by 2.93% year-on-year, with significant improvements in essential consumption categories such as food and beverages [10] - The restaurant sector saw a monthly revenue of 5,199 billion yuan in October, reflecting a year-on-year growth of 3.8%, driven by the National Day and Mid-Autumn Festival holidays [10] Group 2: Frozen and Food Supply Industry - The frozen food and catering industry is witnessing a shift from price wars to product innovation and channel development, with companies focusing on quality and service rather than just price competition [11] - Major players like Anjiyuan and Qianwei Central Kitchen are transitioning their strategies to emphasize product quality and operational efficiency, leading to improved profitability [11][15] - The industry is entering a "hard strength reshuffle period," where companies are expected to enhance their product offerings and service capabilities to maintain competitiveness [11] Group 3: Snack Food Sector - The snack food sector is experiencing a weak recovery, with a clear differentiation in growth among brands and channels, driven by strategic adjustments and product innovations [33][34] - The emergence of the konjac category as a significant growth driver, with market potential expected to reach 300 billion yuan by 2025, indicates a strong consumer demand for healthy snacks [34][40] - Companies like Yummy Foods and Salted Fish are leveraging their core products and channel strategies to achieve substantial growth, with a focus on high-margin products and efficient cost management [34][42] Group 4: Specific Company Strategies - Anjiyuan is focusing on high-margin products and channel expansion, with significant growth in its core offerings like volcanic stone grilled sausages and high-end dumplings [12][13] - Qianwei Central Kitchen is seeing improvements in its direct sales and distribution channels, with a focus on enhancing profitability through strategic adjustments in customer structure and resource allocation [15][18] - Salted Fish is capitalizing on the konjac trend and optimizing its product mix to improve profitability, with a strong emphasis on high-margin products and efficient channel management [40][41]

Core Insights - The leisure food sector experienced a rise of 1.54% on November 28, with "Hao Xiang Ni" leading the gains [1] - The Shanghai Composite Index closed at 3888.6, up 0.34%, while the Shenzhen Component Index closed at 12984.08, up 0.85% [1] Sector Performance - "Hao Xiang Ni" (002582) closed at 10.58, with a gain of 5.69% and a trading volume of 401,000 shares, amounting to a transaction value of 424 million yuan [1] - "Youyou Food" (603697) closed at 13.05, up 4.48%, with a trading volume of 135,200 shares and a transaction value of 175 million yuan [1] - "Wancheng Group" (300972) saw a closing price of 178.52, increasing by 3.05%, with a trading volume of 14,500 shares and a transaction value of 258 million yuan [1] - Other notable performers include "Maiqu Er" (002719) with a 2.76% increase, "Ximai Food" (002956) with a 2.67% increase, and "Guifaxiang" (002820) with a 2.08% increase [1] Capital Flow - The leisure food sector saw a net inflow of 21.35 million yuan from institutional investors, while retail investors experienced a net outflow of 47.42 million yuan [3] - The overall capital flow indicates a mixed sentiment among different investor categories within the leisure food sector [3]

每经AI快讯，万辰集团（SZ 300972，收盘价：171.5元）发布公告称，2025年11月25日至11月26日，万 辰集团接受中邮证券等投资者调研，公司投资者关系管理总监王颖洁参与接待，并回答了投资者提出的 问题。 2025年1至6月份，万辰集团的营业收入构成为：量贩零食占比98.95%，农业种植业占比1.05%。 截至发稿，万辰集团市值为324亿元。 每经头条（nbdtoutiao）——国开行辟谣的"人民资产"是什么？记者实探：号称投资600元80天赚8万 元！一位投资人的女儿：劝不住她，警察都拦不住 （记者 曾健辉） ...

Group 1: Business Performance and Strategy - The company maintains a balance between store quality and quantity, focusing on steady development and improving single-store performance gradually [2] - The consumer demand-driven model effectively addresses profit loss from traditional distribution channels, enhancing product quality and store experience [2] - The company aims for sustainable growth by continuously improving its operational system and integrating supply chains [3] Group 2: Store Improvement and Customer Engagement - The company emphasizes food safety and product innovation, enhancing core competitive advantages through product iteration and the introduction of popular self-owned products [3] - Efforts to refine the membership system have successfully increased customer loyalty and repurchase rates [3] - The company is committed to building a strong trust relationship with consumers to convert it into stable foot traffic [4] Group 3: Product Development and Market Adaptation - The company focuses on consumer needs in its self-owned brand strategy, introducing products like natural water and sugar-free beverages that meet market demands [5] - Future product development will be guided by a flexible mechanism rather than rigid quantitative targets, ensuring responsiveness to consumer insights [5] Group 4: Inventory Management and Profitability - The core business model relies on efficient turnover, with a focus on precise product selection and rapid response to consumer needs [6][7] - The company prioritizes dynamic balance in product categories, avoiding the introduction of high-margin but slow-turnover items that could jeopardize sustainable growth [7] Group 5: Organizational Structure - The core management team for the snack business remains stable, with ongoing enhancements to the overall structure and active recruitment of talent across all levels [7]

Core Viewpoint - The report from Guotou Securities emphasizes the importance of consumption in economic growth, predicting a stabilization in the consumption fundamentals in 2026, which presents a significant opportunity for investment in the food and beverage industry [1] Group 1: Alcohol Industry - The liquor sector is at a cyclical bottom, with low expectations, low holdings, and low valuations, suggesting potential for left-side layout opportunities [2] - The rapid clearing of financial reports in the past two quarters indicates a resolution of supply-demand conflicts, with a gradual recovery in household consumption expected [2] - The white liquor business model remains strong, and with a potential economic recovery, valuations are likely to rebound quickly [2] Group 2: Beer Industry - The beer sector is expected to maintain a structural market in 2026, with investment opportunities in companies with strong single-product growth logic and those benefiting from competitor adjustments [3] - Overall profitability in the beer sector is on an upward trend, driven by the expansion of products priced between 8-10 yuan and improved efficiency from lean management [3] Group 3: Dairy Industry - The dairy sector is positioned for a turnaround in the raw milk cycle in 2026, with a focus on the profitability elasticity of the dairy supply chain [4] - Demand for dairy products has shown differentiation, with low-temperature fresh milk and cheese experiencing healthy growth, while room temperature liquid milk has been a drag [4] - The average milk price in major production areas is expected to recover above the average cost of production in 2026, making it an opportune time to invest in the dairy supply chain [4] Group 4: Soft Drink Industry - The soft drink sector has seen significant performance differentiation, with companies in strong growth categories leading the industry [5] - In 2026, there is a focus on functional beverages and the competitive landscape of packaged water, with an emphasis on companies introducing new products [5] - The demand for low-sugar functional beverages is anticipated to grow, particularly among white-collar workers seeking fatigue-relief options [5] Group 5: Snack Industry - The snack sector is benefiting from strong new channel drivers, with expectations of improved gross and net profit margins due to scale effects [6] - The konjac product category is maintaining high market interest, with significant growth potential in China [6] - Investment recommendations include focusing on companies with strong performance during the adjustment period and those with leading products in the snack sector [6]

Group 1: Market Overview - The A-share market continues to decline, primarily due to external volatility [3] - Global equity markets generally fell, with only Vietnam and India showing gains [3] - Commodity prices mostly decreased, and the China-US interest rate spread narrowed [3] Group 2: Fixed Income and Economic Indicators - The current Gusheng fundamental high-frequency index is 128.8 points, with a year-on-year increase of 6.1 points [3] - The industrial production high-frequency index remains at 127.5, with a year-on-year increase of 5.2 points [3] - The CPI and PPI month-on-month forecasts are both 0.1% [4] Group 3: Company Insights - Wanchen Group - Wanchen Group, established in 2011, became a key national leader in the edible fungus sector, achieving revenue of 540 million yuan in 2024 [6] - The company expanded into the snack retail sector in 2022, rapidly building a store network through acquisitions, reaching 15,365 stores by June 2025 [6] - In the first three quarters of 2025, the snack retail segment generated revenue of 36.16 billion yuan, accounting for 98.9% of total revenue, with a net profit margin of 5.3% in Q3 2025 [6] Group 4: Company Insights - Saiwei Era - Saiwei Era is a technology-driven leader in cross-border apparel, leveraging a digital platform to create a multi-brand matrix [7] - The company is expected to achieve revenues of 12.12 billion, 14.35 billion, and 16.50 billion yuan from 2025 to 2027, with corresponding net profits of 340 million, 570 million, and 710 million yuan [7] Group 5: Company Insights - Miniso - Miniso reported a revenue of 5.8 billion yuan for Q3 2025, reflecting a year-on-year growth of 28.2% [9] - The adjusted net profit for the same period was 767 million yuan, up 11.7% year-on-year, with an operating profit margin of 17.6% [9] - The company is positioned as a global leader in daily goods retail, expanding rapidly through a light-asset model [9] Group 6: Company Insights - Kuaishou - Kuaishou's Q3 2025 revenue reached 35.6 billion yuan, a year-on-year increase of 14.2% [11] - The company recorded a total operating profit of 5.3 billion yuan, with a profit margin of approximately 14.9% [11] - E-commerce GMV grew by 15.2% to 385 billion yuan, with AI models enhancing marketing and operational efficiency [14]

Investment Rating - The report maintains a "Buy" rating for the food and beverage industry, highlighting several key companies as investment opportunities [3][4]. Core Insights - The food and beverage industry is experiencing internal rotation in new consumption and improvement at the bottom of traditional consumption. The overall performance in 2025 was weak, primarily due to the adjustment in the liquor sector, but the long-term recovery trend for mass consumer goods remains intact [3][8]. - For 2026, structural opportunities are expected to continue, with new consumption showing internal rotation and traditional consumption gradually recovering from the bottom [3][15]. Summary by Sections Industry Overview - In 2025, the food and beverage sector's revenue grew by only 0.1% year-on-year, while profits fell by 14.6%, underperforming compared to the previous year. The industry index ranked last among 31 sub-industries with a decline of 4.8% [8][11]. - The adjustment in the liquor sector is identified as the main factor for the overall weak performance, while the recovery trend for mass consumer goods is expected to persist [8][11]. Soft Drinks - The beverage industry is projected to benefit from a rebound in travel demand in 2026, with a revenue increase of 6.2% in the first half of 2025 compared to the previous year [42][45]. - Cost advantages from declining prices of raw materials like sugar and PET are expected to continue, enhancing profit margins for beverage companies [45][49]. Snacks - The konjac snack sector is experiencing high growth, with companies like Salted Fish and Wei Long achieving significant revenue increases in 2025 [66][67]. - The competitive landscape for konjac products is expected to remain manageable, with established brands likely to maintain their market positions despite new entrants [70][76]. Dairy Products - The dairy sector is anticipated to see a recovery in supply-demand balance, with raw milk prices expected to stabilize in 2026 due to ongoing supply adjustments [38][39]. - Policies promoting consumption are expected to benefit liquid milk and milk powder sales, driving demand improvements [38][39]. Frozen and Condiment Products - The frozen food sector is expected to see performance improvements as competition stabilizes, with a focus on recovery in demand [38][39]. - The condiment sector is also projected to benefit from a gradual recovery in consumer demand [38][39]. Liquor - The liquor industry is still in an adjustment phase but is gradually approaching a bottoming out stage, with supply clearing expected to continue into 2026 [6][25]. - The report suggests that the long-term value of liquor stocks will become more apparent as the market stabilizes [6][25]. Investment Recommendations - Key companies to watch include Dongpeng Beverage, Nongfu Spring, and Moutai in the beverage sector, as well as Wei Long and Salted Fish in the snack sector [6][8].