北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 电话：010-88004488/66090088 传真：010-66090016 邮编：100005 北京国枫律师事务所 关于立高食品股份有限公司 2024 年年度股东大会的 法律意见书 国枫律股字［2025］A0290 号 致：立高食品股份有限公司（贵公司） 一、本次会议的召集、召开程序 （一）本次会议的召集 北京国枫律师事务所（以下简称"本所"）接受贵公司的委托，指派律师出席并见证 贵公司 2024 年年度股东大会（以下简称"本次会议"）。 本所律师根据《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》"）、《上市公司股东会规则》（以下简称"《股 东会规则》"）、《律师事务所从事证券法律业务管理办法》（以下简称"《证券法律业务管 理办法》"）、《律师事务所证券法律业务执业规则（试行）》（以下简称"《证券法律业务执 业规则》"）等相关法律、行政法规、规章、规范性文件及《立高食品股份有限公司章程》 （以下简称"《公司章程》"）的规定，就本次会议的召集与召开程序、召集人资格、出席 会议人员资格、会议表决 ...

立高食品股份有限公司 2024 年年度股东大会决议公告 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。 重要提示： 1.本次股东大会没有出现否决议案的情形。 2.本次股东大会不涉及变更前次股东大会决议。 | 证券代码：300973 | 证券简称：立高食品 | 公告编号：2025-034 | | --- | --- | --- | | 债券代码：123179 | 债券简称：立高转债 | | （一）会议召开时间 （1）现场会议：2025年5月26日（星期一）14:00 （2）网络投票：2025年5月26日。其中，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5月26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投票系统进行网络投票的时间为2025年 5月26日（星期一）上午9:15至下午15:00期间的任意时间。 （二）现场会议召开地点：广州市增城区石滩镇兴石一路3号3A楼立高食品 会议室。 （三）会议召集人 公司董事会。 （四）投票方式 本次会议采取现场投票与网络投票相结合的方式召开。 ...

Investment Rating - The report maintains an "Increase" rating for the food and beverage industry, indicating a positive outlook for key players in the sector [5]. Core Insights - The white liquor industry is experiencing gradual pressure, with a focus on rational targets for 2025. The report emphasizes three main investment lines: leading brands with competitive advantages, high-certainty regional brands, and flexible stocks benefiting from recovery and increased risk appetite [1][2]. - The beer sector shows a slight decline in production, with a 0.6% year-on-year decrease in the first four months of 2025. However, there is potential for recovery in the upcoming peak season, suggesting a favorable investment window [3]. - The report highlights the broad recovery potential in the catering supply space, with leading companies expected to benefit from improved performance and market expansion strategies [4][7]. Summary by Sections White Liquor - The industry consensus is shifting towards stable, high-quality growth with a focus on market share rather than aggressive growth targets. Key strategies include product innovation, market penetration, and international expansion [2]. - Major companies like Guizhou Moutai and Shanxi Fenjiu are focusing on maintaining market stability and enhancing their brand presence among younger consumers [2]. Beer and Beverage - The beer production for January to April 2025 was 11.44 million kiloliters, reflecting a slight decline. However, April showed a 4.8% increase in production, indicating potential for recovery [3]. - The beverage sector is characterized by intense competition, but new product launches and recovery in consumer demand are expected to sustain high growth [3]. Catering Supply - The report notes significant opportunities for leading companies in the catering supply sector, particularly with the introduction of new products and expansion into new categories [4][7]. - Companies like Three Squirrels are diversifying their product lines and enhancing their distribution channels to capture more market share [7].

Investment Rating - The report maintains a "Buy" rating for the food and beverage sector, indicating an expected investment return exceeding 15% over the next 6-12 months [5][33]. Core Insights - The restaurant industry is expected to gradually recover, with a slow recovery trend observed in Q1 2025 compared to the entire year of 2024, as indicated by an increase in store numbers and market heat [1][13]. - The first quarter of 2025 saw a slight decline in restaurant market sentiment compared to the previous quarter, likely influenced by the Spring Festival holiday, but remains in a recovery phase compared to the full year of 2024 [1][13]. - The report highlights a significant increase in restaurant store numbers in first-tier cities, with a 3.6% increase from Q4 2024 to Q1 2025, driven by the issuance of dining vouchers [2][16]. - The trend towards affordable dining continues, with restaurants priced under 50 yuan per person accounting for 70% of the total store count as of Q1 2025, reflecting a shift towards low-cost, high-value dining options [3][26]. Summary by Sections Restaurant Industry Recovery - Q1 2025 shows a slow recovery in the restaurant market, with a 1.8% increase in store numbers compared to Q4 2024, despite a competitive environment [1][13]. - The overall restaurant income growth rate has improved, with March 2025 showing a year-on-year increase of 5.6% in total retail dining income [1][13]. First-tier City Performance - First-tier cities have seen an increase in restaurant heat since Q4 2024, with a 3.6% increase in store numbers in Q1 2025, aided by government policies [2][16]. - The report notes a mixed performance in second and third-tier cities, with store numbers remaining relatively stable [2][16]. Consumer Trends - The report emphasizes the continued expansion of low-cost dining options, with a notable increase in stores priced under 50 yuan, while mid-range dining options have seen a slight decline [3][26]. - The opening rates for affordable dining categories such as noodle shops and snacks remain high, indicating strong consumer demand for budget-friendly options [2][21]. Investment Recommendations - The report suggests focusing on upstream supply chain-related companies, highlighting specific firms such as Lihigh Food, which reported a 14% year-on-year revenue growth in Q1 2025 [4][31]. - Other recommended companies include Anjii Food and Qianwei Central Kitchen, both of which are adapting to market conditions and focusing on product innovation [4][31].

Core Viewpoint - The major shareholders of Lihigh Food, Bai Baokun and Chen Hejun, have announced a plan to reduce their holdings in the company, which will not affect the company's control or governance structure [1][2]. Shareholder Reduction Plan - Bai Baokun plans to reduce his holdings by up to 2,500,000 shares, representing a maximum of 1.50% of the total share capital after excluding repurchased shares [1]. - Chen Hejun intends to reduce his holdings by up to 2,700,000 shares, accounting for a maximum of 1.62% of the total share capital after excluding repurchased shares [1]. - As of the announcement date, Bai Baokun holds 16,411,000 shares (9.69% of total shares) and Chen Hejun holds 10,858,500 shares (6.41% of total shares) [1]. Company Governance - Bai Baokun and Chen Hejun are not the controlling shareholders or actual controllers of the company and have no related party relationships with the company's major shareholders [2]. - The reduction will not lead to any changes in the company's control or governance structure [2]. Fundraising and Financials - Lihigh Food raised a total of 119.74 million yuan, with a net amount of 110.59 million yuan after deducting issuance costs, which is 18.22 million yuan less than originally planned [3]. - The funds were intended for various projects, including production base expansions and research center construction [3]. - The total issuance costs amounted to 9.15 million yuan, with the lead underwriter receiving 7.18 million yuan [4]. - The company also issued convertible bonds, raising a total of 950 million yuan, with a net amount of approximately 937.84 million yuan after costs [4]. - The cumulative fundraising from both stock issuance and convertible bonds amounts to 2.15 billion yuan [5].

| 证券代码：300973 | 证券简称：立高食品 | 公告编号：2025-033 | | --- | --- | --- | | 债券代码：123179 | 债券简称：立高转债 | | 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 特别提示： 立高食品股份有限公司（以下简称"公司"）近日收到持股 5%以上股东白宝鲲先生、 陈和军先生出具的《股份减持计划告知函》。 白宝鲲先生、陈和军先生计划于本减持计划公告之日起 15 个交易日后的三个月内以 集中竞价交易、大宗交易的方式减持公司股份。其中，白宝鲲先生计划减持公司股份不 超过 2,500,000 股（含本数），即不超过剔除回购专用账户股份数量后公司总股本的 1.50%； 陈和军先生计划减持公司股份不超过 2,700,000 股（含本数），即不超过剔除回购专用账 户股份数量后公司总股本的 1.62%。 一、股东的基本情况 （一）白宝鲲先生的基本情况 立高食品股份有限公司 关于持股 5%以上股东股份减持计划的预披露公告 持股 5%以上股东白宝鲲先生、陈和军先生保证向本公司提供的信息内容真实、准确、 完整，没有虚假记载、误导性陈述或重大遗漏。 ...

Group 1 - The "Measures for Promoting and Managing the Catering Industry" will be implemented on June 15, 2025, with significant enhancements in industry promotion, including support for digital development and local特色餐饮 cultivation [1] - The revised measures provide practical guidance for catering service operators, aiming to improve service quality and competitiveness in the industry [1] - Analysts predict a recovery opportunity for the catering industry in 2025, driven by increased demand for banquets, ongoing subsidy policies like dining vouchers, and a potential rise in business dining as economic activity picks up [1][2] Group 2 - Following the announcement of the new measures, companies like Baba Food and Tianwei Food saw significant stock price increases, indicating positive market sentiment towards the catering sector [2] - Key companies in the catering supply chain include Hai Tian Wei Ye, Tian Wei Food, and An Qi Yeast, with projected revenue growth rates varying across the sector [5][6] - The core companies in the catering industry chain encompass various segments, including basic and compound condiments, as well as small dining chains [6]

Group 1: Company Overview and Financial Performance - The company achieved a revenue of 3.835 billion yuan in 2024, representing a year-on-year growth of 9.61% [8] - The net profit attributable to shareholders was 268 million yuan, with a significant increase of 266.94% year-on-year [8] - In Q1 2025, the company reported a revenue of 1.046 billion yuan, showing a growth of 15.11% compared to the previous year [8] Group 2: Brand Strategy and Market Positioning - The company utilizes the "Blue Stripe" branding to enhance brand recognition across its product lines [2][3] - The company focuses on B-end sales channels, with plans to cautiously evaluate C-end brand investments based on market conditions [3] Group 3: Product Development and Innovation - The company aims to enhance product innovation by focusing on large single products and customized offerings for top clients [5] - Plans to expand UHT cream production capacity to diversify product lines towards higher-end and cost-effective options [5] Group 4: Competitive Advantages - The company boasts strong technical and R&D capabilities, ensuring product quality and innovation [5] - A diverse product portfolio includes frozen baked goods and various baking ingredients, catering to a wide range of customer needs [5][10] - The company has established a comprehensive marketing network across multiple sales channels, reducing risks associated with reliance on a single channel [5][9] Group 5: Future Growth and Market Expansion - The company is optimistic about the long-term growth of the frozen baking industry, driven by rising consumer acceptance and diverse demand [10][11] - Plans to enhance international market presence, particularly in North America and Southeast Asia, with overseas revenue of approximately 64 million yuan in 2024, accounting for about 1.7% of total revenue [7][11] Group 6: Shareholder Returns and Financial Policies - The company plans to distribute cash dividends of approximately 1.77 billion yuan in 2024, representing 66.17% of the net profit attributable to shareholders [6] - The company maintains a cautious approach to dividend policies, balancing shareholder returns with operational needs [12]

Core Insights - The frozen food industry in 2024 is experiencing widespread revenue declines and losses, with only a few companies showing growth [2][3] - Despite the challenges, there are still positive factors within the industry, such as the rise of new retail channels and group meal services [14] Revenue and Profit Trends - Among 28 listed companies, only 8 achieved both revenue and net profit growth in 2024 [3] - In the frozen food sector, only three companies—Anjuke Foods, Lihigh Foods, and Babi Foods—reported growth in both revenue and net profit [5][6] - The meat and seafood sector showed better performance, with 13 out of 18 companies reporting net profit growth, driven by lower raw material prices [7][8] Company Performance - Anjuke Foods led the frozen food sector with revenue of 151.27 billion, a 7.70% increase, and a net profit of 14.85 billion, up 0.46% [4] - In the meat sector, Muyuan Foods reported revenue of 1379.47 billion, a 24.43% increase, and a net profit of 178.81 billion, up 519.42% [5] - Lihigh Foods achieved a remarkable net profit growth of 266.94% despite a revenue increase of 9.61% [4][5] Channel Dynamics - Traditional supermarkets are struggling, with several companies reporting declines in revenue from this channel [15] - New retail channels are thriving, with Anjuke Foods generating 5.82 billion from new retail partnerships, a 32.97% increase [15][18] - Group meal services are becoming a significant growth area, with companies like Babi Foods generating 3.8 billion from this channel, a 19.47% increase [22][24] Product Category Insights - The frozen vegetable and dish segment is experiencing growth, with Anjuke Foods reporting 43.49 billion in revenue from this category, a 10.76% increase [25] - The frozen rice and noodle category is showing signs of maturity, with revenue declines reported by major players like Sanquan Foods and Anjuke Foods [30][32] Market Outlook - The overall growth rate of the frozen food industry is slowing, with many leading companies seeing growth rates below 10% [29][33] - Despite the challenges, 21 out of 28 listed companies managed to achieve profitability, indicating resilience in the face of uncertainty [33]

Industry Investment Rating - The investment rating for the food and beverage industry is "Outperform the Market" and is maintained [2] Core Viewpoints - The food and beverage industry is experiencing a mixed performance across various segments, with opportunities in new channels and product categories. The report highlights the need for companies to adapt to changing consumer preferences and market dynamics [5][6][7] Summary by Relevant Sections 1. Baijiu Sector - The baijiu sector achieved a total revenue of CNY 440.515 billion in 2024, with a year-on-year growth of 6.89%, and a net profit of CNY 166.778 billion, up 7.50%. In Q1 2025, revenue was CNY 152.933 billion, growing 1.82%, and net profit was CNY 63.340 billion, increasing 2.33% [15][19] - High-end baijiu brands like Moutai, Wuliangye, and Luzhou Laojiao are expected to see stable growth targets of around 9%, 5%, and steady progress respectively for 2025 [19][21] - The report notes that companies are increasing dividend rates to enhance returns for investors, with expected dividend yields for major brands ranging from 1.39% to 6.28% in 2025 [18] 2. Frozen Food - The frozen food industry is facing a slowdown in growth, with leading companies like Anjijia showing resilience while others like Qianwei Central Kitchen are under pressure due to product structure. The industry is seeking breakthroughs in products and channels to improve revenue and profit [6] 3. Snack Foods - The snack food sector is experiencing differentiation, with leading companies leveraging product innovation and channel expansion to drive growth. Salted Fish's brand "Big Demon King" has shown significant results from brand investment [6] 4. Soft Drinks - The soft drink segment is seeing high growth from brands like Dongpeng, while companies like LuLu and Master Kong maintain operational resilience. New products in the health drink category are also performing well [6] 5. Pet Food - The pet food industry remains highly prosperous, with leading companies like Guibao Pet and Zhongchong Co. showing revenue growth rates of 21.22% and 19.15% respectively in 2024 [7] 6. Bakery Products - The bakery sector is recovering, with significant growth in supermarket channels driven by new product launches. Companies like Angel Yeast are expanding their international business, contributing to overall growth [8] 7. Dairy Products - Yili's revenue is stabilizing with better-than-expected profit performance, while New Dairy is seeing continuous profit margin improvements. Yili aims for a total revenue of CNY 119 billion in 2025 [8] 8. Beer - The beer market is witnessing a recovery in consumption, with major brands like Qingdao Beer and Chongqing Beer showing positive sales growth in Q1 2025 [9] 9. Seasoning Products - The seasoning industry is under pressure, but companies like Haitian are performing steadily, with core products like soy sauce maintaining growth [9]