Summary of the Conference Call for Wancheng Group Industry Overview - The snack retail industry exhibits significant head effect, with leading brands like "Ling Shi Hen Mang" and "Zhao Yi Ming" merging, and Wancheng Group integrating its brands, leading to rapid store expansion and improved supply chain efficiency [2][4] - The snack retail sector is large, with specialty stores (including snack retail) and e-commerce channels showing strong performance, achieving double-digit compound growth over the past five years [2][7] Key Points and Arguments - **Growth Drivers for Wancheng Group**: - Scale effect from increased store numbers enhancing supply chain efficiency [2][6] - Cost control through reducing intermediaries and lowering markup rates [2][6] - Market demand driven by economic downturn, with consumers seeking affordable snacks (lipstick effect) [2][6] - **Competitive Landscape**: - The competition is expected to solidify, with leading brands maintaining their advantage and expanding store numbers, potentially reaching 46,000 to 56,000 stores [4][13] - The gap between leading brands and smaller brands is widening, with leading brands rapidly increasing their store counts to 5,000-6,000, while smaller brands lag behind [5][13] - **Store Performance and Profitability**: - Wancheng Group's stores have a gross margin of approximately 10-11%, while competitors like "Ming Ming" have lower margins of 7-8% [8][18] - The company’s net profit is lower than industry leader "Ming Ming" due to high minority equity ratios and significant employee stock incentive costs [18] - **Future Growth Projections**: - Wancheng Group's snack retail business revenue is projected to reach 50.6 billion RMB, 60.2 billion RMB, and 68.6 billion RMB from 2025 to 2027, with a gradual increase in gross margin [4][23] - The company anticipates a net profit margin of around 5% in the coming years, driven by scale effects and cost optimization [19][23] Additional Important Insights - **Store Experience and Franchise Appeal**: - Snack retail stores enhance shopping experience through well-designed environments and a wide variety of products, making them attractive to franchisees [9][11] - Franchisees can expect quick returns on investment, with high turnover rates and low entry barriers [11] - **Supplier Relationships**: - Snack retail stores maintain good relationships with upstream suppliers, with short accounts payable turnover days (around 20 days), enhancing cash flow [12] - The absence of entry fees and low sales expense ratios help suppliers improve their net profit levels [12] - **Market Trends and Challenges**: - The industry is shifting towards full-category supermarkets to increase SKU variety and attract more consumers [20] - Companies need to balance product selection for sales velocity and profitability to avoid lowering efficiency [20] - **Investment Recommendations**: - Based on PEG valuation methods, a target price of 232.88 RMB per share is suggested, indicating a potential upside of 20%-30% from current prices [26]

Core Insights - The rise of discount snack stores is reshaping the snack retail landscape in China, with significant growth in the volume and profitability of leading companies in this sector [4][5][6]. Industry Overview - Traditional snack giants are facing pressure, while discount snack leaders like Wancheng Group and Mingming Hen Mang are experiencing explosive growth, with Wancheng's net profit increasing over 500 times year-on-year [3][5]. - The market share of discount stores is projected to exceed 40% in 2024, surpassing supermarkets and e-commerce channels [5]. Company Performance - Wancheng Group reported a revenue of 323.3 billion yuan in 2024, a year-on-year increase of 247%, with a net profit of 2.93 billion yuan, up 453% [6]. - Mingming Hen Mang has also shown rapid growth, with over 20,000 stores nationwide and a significant increase in revenue from 42.86 billion yuan in 2022 to 393.43 billion yuan in 2024 [6][7]. Business Model - Discount snack stores operate on a low-margin model, with average gross margins around 10%, allowing them to offer lower prices compared to traditional retail channels [9][10]. - The focus on private label products and high turnover rates supports their business model, enabling them to attract price-sensitive consumers [11][12]. Market Dynamics - The integration of instant retail platforms is enhancing the growth of discount snack stores, with significant order increases reported through partnerships with platforms like Meituan [13][14]. - The overall snack market in China is expected to reach 1.2378 trillion yuan by 2027, indicating a shift from rapid growth to a more stable market [15]. Competitive Landscape - The competition among discount snack retailers is intensifying, with many companies collaborating with discount platforms to boost sales [7][13]. - The future of the market will depend on balancing brand value with cost efficiency, as well as innovation in supply chain management and customer loyalty [15][16].

Core Viewpoint - The rapid growth of Wancheng Group in the snack industry contrasts sharply with the declining performance of established brands, raising questions about sustainability and potential risks in its business model [1][26]. Financial Performance - In the first half of 2025, Wancheng Group reported revenue of 22.583 billion yuan, a year-on-year increase of 106.89%, and a net profit of 472 million yuan, a staggering increase of 50,358.80% [1][3]. - The significant profit surge is primarily attributed to the strong growth in the bulk snack business, which contributed 22.345 billion yuan in revenue, accounting for 98.95% of total revenue, with a year-on-year growth of 109.33% [3][6]. Business Model and Revenue Sources - The bulk snack business generates revenue mainly through three channels: wholesale supply to franchisees, store sales, and others. The majority of income comes from supplying products to franchisees, with 21.810 billion yuan in revenue from this channel, a year-on-year increase of 112.56% [6][8]. - As of June 2025, Wancheng Group had 15,400 stores, a net increase of 8,727 stores compared to the same period in 2024, representing a growth of 131.47% [8]. Franchisee Dynamics - Despite the growth in franchisee numbers, individual store revenue has declined, with average monthly revenue dropping from 32.20 million yuan in the first half of 2024 to 29.57 million yuan in the first half of 2025, a decrease of 8.16% [13]. - Franchisees face increasing pressure due to rising costs and declining revenues, with the initial investment for a store estimated at around 500,000 yuan, leading to a payback period of approximately 17 months under ideal conditions [16]. Market Competition - The snack market is becoming increasingly competitive, transitioning from a "blue ocean" to a "red ocean" environment, with intensified competition among existing players and new entrants [17][19]. - Wancheng's store expansion strategy has led to high regional concentration, particularly in East China, where over 56.80% of its stores are located, resulting in internal competition and diluted customer traffic [17]. Risks and Challenges - Wancheng Group faces significant risks, including food safety issues, high debt levels, and the potential for franchisee closures due to profitability challenges [22][24]. - The company's asset-liability ratio is projected to rise to 90.97% following a planned acquisition, indicating a precarious financial position that could exacerbate cash flow issues if revenues decline [24][26]. Conclusion - While Wancheng Group has achieved remarkable growth through its franchise model, the sustainability of this growth is under scrutiny due to market saturation, franchisee profitability challenges, and associated risks [26][27].

Group 1 - The dairy sector experienced a decline of 0.11% as of the market close on September 11, ranking among the top losers in the concept sector [1][2] - Notable decliners within the dairy sector included Wanchen Group, Panda Dairy, and Huanlejia, while Zhuangyuan Pasture, Dabeinong, and *ST Tianshan were among the few that saw price increases of 2.29%, 1.90%, and 1.36% respectively [1][2] - The dairy sector faced a net outflow of 266 million yuan from major funds, with 25 stocks experiencing net outflows, and 7 stocks seeing outflows exceeding 10 million yuan [2][3] Group 2 - The stock with the highest net outflow was Wanchen Group, which saw a net outflow of 99.22 million yuan, followed by Yiyatong and Pinwa Foods with outflows of 89.44 million yuan and 21.80 million yuan respectively [2][3] - Conversely, the stocks with the highest net inflows included Beiyinmei, Huanlejia, and Dabeinong, with net inflows of 24.45 million yuan, 20.05 million yuan, and 13.37 million yuan respectively [2][3] - The trading volume for Wanchen Group was 2.72%, while the highest turnover rate was observed in Pinwa Foods at 12.68% [2][3]

Market Overview - The leisure food sector experienced a decline of 0.64% on September 11, with Wancheng Group leading the drop [1] - The Shanghai Composite Index closed at 3875.31, up 1.65%, while the Shenzhen Component Index closed at 12979.89, up 3.36% [1] Individual Stock Performance - Notable gainers in the leisure food sector included: - Three Squirrels (300783) with a closing price of 26.26, up 1.12% on a trading volume of 104,100 shares and a turnover of 270 million [1] - Good Idea (002582) closed at 10.36, up 1.07% with a trading volume of 129,000 shares and a turnover of 132 million [1] - Conversely, Wancheng Group (300972) led the decline with a closing price of 171.90, down 3.13% on a trading volume of 44,400 shares and a turnover of 761 million [2] Capital Flow Analysis - The leisure food sector saw a net outflow of 308 million from institutional investors, while retail investors contributed a net inflow of 318 million [2][3] - The capital flow for individual stocks showed: - Zhi Zhi Food (002557) had a net inflow of 10.23 million from institutional investors, while retail investors had a net outflow of 798,600 [3] - Good Idea (002582) experienced a net outflow of 938,500 from institutional investors but a net inflow of 13.30 million from retail investors [3]

Summary of Wanchen Group's Conference Call Company Overview - Wanchen Group reported a revenue growth of over 90% year-on-year in the first half of 2025, reaching 22 billion yuan, with a net profit of 2.6 billion yuan, indicating strong growth momentum [2][3] - The company has rapidly expanded its store network, adding 1,100 stores in the first half of 2025, bringing the total to over 15,000 stores, primarily in East, Central, and North China [2][4] Financial Performance - In the first half of 2025, Wanchen Group's gross margin for its snack retail business improved to 11.5%, with a decrease in selling and administrative expense ratios by 2% and 0.4% respectively, showcasing significant operational efficiency [2][6] - Excluding share-based payment, the net profit reached 9.5 billion yuan [2][6] - The company expects revenues to exceed 320 billion yuan in 2024 and approach 600 billion yuan in 2025 [2][7] Industry Dynamics - The snack retail industry is characterized by a "two super, many strong" structure, with Wanchen Group and "Mingming Hen Mang" holding dominant positions [2][9] - The industry has experienced rapid growth since 2019, with significant development opportunities arising from the pandemic [9][10] - The competitive landscape is expected to intensify, requiring higher demands on supply chain management and operational efficiency [5][14] Strategic Initiatives - Wanchen Group is transitioning to a discount supermarket model, enhancing its product offerings to include high-turnover categories such as fast food and daily necessities [15][20] - The company plans to list on the Hong Kong Stock Exchange and explore Southeast Asian markets, indicating a strategy for international expansion [5][20] Operational Efficiency - The company has significantly improved its operational efficiency, with net profit showing a continuous upward trend since the second half of 2023 [17][18] - Key performance indicators for investors include gross margin, net profit, and selling expense ratio, all of which are showing positive trends [16] Consumer Behavior and Market Trends - The retail landscape is shifting from large supermarkets to more convenient, smaller retail formats, aligning with changing consumer shopping habits [19] - Wanchen Group's model effectively meets consumer demand by reducing costs through direct sourcing and minimizing intermediaries [19] Future Outlook - Wanchen Group aims to continue developing new retail formats and optimizing product selection to adapt to market demands [20] - The company is positioned for sustained growth, making it a noteworthy investment opportunity [20]

华兴证券有限公司 关于 福建万辰生物科技集团股份有限公司 重大资产购买暨关联交易 之 独立财务顾问报告 （修订稿） 签署日期：二零二五年九月 独立财务顾问声明与承诺 独立财务顾问 华兴证券有限公司接受福建万辰生物科技集团股份有限公司的委托，担任福 建万辰生物科技集团股份有限公司重大资产购买暨关联交易的独立财务顾问，并 制作本独立财务顾问报告。 本独立财务顾问报告是依据《公司法》《证券法》《重组管理办法》《格式 准则第 26 号》《财务顾问业务管理办法》等法律法规的有关规定，按照证券行 业公认的业务标准、道德规范，经过审慎调查，本着诚实信用、勤勉尽责的态度， 就本次交易认真履行尽职调查义务，对上市公司相关的披露文件进行审慎核查， 向万辰集团全体股东出具本独立财务顾问报告，并做出如下声明与承诺。 一、独立财务顾问声明 （一）本独立财务顾问报告所依据的文件和材料由本次交易各方提供，提供 方对所提供文件及资料的真实性、准确性和完整性负责，并保证该等信息不存在 虚假记载、误导性陈述或者重大遗漏。本独立财务顾问不承担由此引起的任何风 险责任； （二）本独立财务顾问报告是在假设本次交易各方当事人均全面和及时履行 本次交易相 ...

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 重大资产购买暨关联交易 之 补充法律意见书（一） 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 二〇二五年九月 国浩律师（北京）事务所 补充法律意见书 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 重大资产购买暨关联交易之 补充法律意见书（一） 国浩京证字【2025】第 0480 号 致：福建万辰生物科技集团股份有限公司 国浩律师（北京）事务所（以下简称"本所"）接受福建万辰生物科技集团 股份有限公司（以下简称"万辰集团"或"上市公司"）之委托，担任万辰集团本 次重大资产购买暨关联交易项目（以下简称"本次交易"）的专项法 ...

股票简称：万辰集团 股票代码：300972 上市地点：深圳证券交易所 福建万辰生物科技集团股份有限公司 重大资产购买暨关联交易报告书 （草案）（修订稿） | 标的公司 | 交易对方 | | --- | --- | | 南京万优商业管理有限公司 | 淮南市盛裕企业管理有限公司 | | | 淮南市会想企业管理有限公司 | 独立财务顾问 二零二五年九月 声 明 本部分所述词语或简称与本报告书"释义"所述词语或简称具有相同含义。 一、上市公司声明 本公司及全体董事、高级管理人员保证本报告书及其摘要内容的真实、准确、 完整，不存在虚假记载、误导性陈述或重大遗漏，并对本报告书及其摘要内容的真实 性、准确性和完整性承担个别和连带的法律责任。 本公司控股股东、实际控制人、董事、高级管理人员承诺，如本次重组因涉嫌 所提供或披露的信息存在虚假记载、误导性陈述或者重大遗漏，被司法机关立案侦 查或者被中国证监会立案调查的，在案件调查结论明确以前，其将暂停转让在上市 公司拥有权益的股份（如有），并于收到立案稽查通知的两个交易日内将暂停转让 的书面申请和股票账户提交上市公司董事会，由上市公司董事会代其向证券交易所 和证券登记结算机构申请 ...

股票简称：万辰集团 股票代码：300972 上市地点：深圳证券交易所 福建万辰生物科技集团股份有限公司 重大资产购买暨关联交易报告书 （草案）摘要（修订稿） | 标的公司 | 交易对方 | | --- | --- | | 南京万优商业管理有限公司 | 淮南市盛裕企业管理有限公司 | | | 淮南市会想企业管理有限公司 | 独立财务顾问 二零二五年九月 声 明 本部分所述词语或简称与本报告书摘要"释义"所述词语或简称具有相同 含义。 一、上市公司声明 本公司及全体董事、高级管理人员保证重组报告书及其摘要内容的真实、 准确、完整，不存在虚假记载、误导性陈述或重大遗漏，并对重组报告书及其摘要内 容的真实性、准确性和完整性承担个别和连带的法律责任。 本公司控股股东、实际控制人、董事、高级管理人员承诺，如本次重组因涉 嫌所提供或披露的信息存在虚假记载、误导性陈述或者重大遗漏，被司法机关立 案侦查或者被中国证监会立案调查的，在案件调查结论明确以前，其将暂停转让 在上市公司拥有权益的股份（如有），并于收到立案稽查通知的两个交易日内将 暂停转让的书面申请和股票账户提交上市公司董事会，由上市公司董事会代其向 证券交易所和证券登 ...