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 2025 年第二次临时股东大会的 法律意见书 国枫律股字［2025］A0550 号 致：立高食品股份有限公司（贵公司） 3．本所及经办律师依据《证券法》《证券法律业务管理办法》《证券法律 业务执业规则》等规定及本法律意见书出具日以前已经发生或者存在的事实，严 格履行了法定职责，遵循了勤勉尽责和诚实信用原则，进行了充分的核查验证， 保证本法律意见所认定的事实真实、准确、完整，所发表的结论性意见合法、准 确，不存在虚假记载、误导性陈述或者重大遗漏，并承担相应法律责任； 4．本法律意见书仅供贵公司本次会议之目的使用，不得用作任何其他用途。 本所律师同意将本法律意见书随贵公司本次会议决议一起予以公告。 本所律师根据《公司法》《证券法》《股东会规则》《证券法律业务管理办 法》《证券法律业务执业规则》等相关法律、行政法规、规章、规范性文件的要 求，按照律师行业公认的业务标准、道德规范和勤勉尽责精神，对贵公司提供的 有 ...

Market Overview - The leisure food sector increased by 0.21% on November 13, with Yuanzi Co. leading the gains [1] - The Shanghai Composite Index closed at 4029.5, up 0.73%, while the Shenzhen Component Index closed at 13476.52, up 1.78% [1] Individual Stock Performance - Yuanzi Co. (603886) closed at 13.58, up 3.98% with a trading volume of 132,500 shares and a turnover of 179 million yuan [1] - Ximai Food (002956) closed at 24.80, up 3.16% with a trading volume of 54,600 shares and a turnover of 134 million yuan [1] - Other notable performers include: - Liangpinpuzi (603719) at 12.91, up 1.25% [1] - Nanjiao Food (605339) at 17.69, up 1.20% [1] - Laiyifen (603777) at 13.94, up 1.16% [1] Capital Flow Analysis - The leisure food sector experienced a net outflow of 154 million yuan from institutional investors, while retail investors saw a net inflow of 248 million yuan [2] - The capital flow for individual stocks shows: - Yuanzi Co. had a net inflow of 16.71 million yuan from institutional investors [3] - Salted Fish (002847) had a net inflow of 7.79 million yuan from institutional investors [3] - Purple Onion Food (603057) had a net inflow of 5.88 million yuan from institutional investors [3] Summary of Trading Data - The trading data for the leisure food sector indicates varied performance among stocks, with some experiencing significant gains while others faced declines [1][2] - The overall market sentiment appears positive, as indicated by the rise in major indices and the performance of leading stocks in the leisure food sector [1]

Market Overview - The leisure food sector experienced a slight decline of 0.01% on November 12, with Gui Faxiang leading the drop [1] - The Shanghai Composite Index closed at 4000.14, down 0.07%, while the Shenzhen Component Index closed at 13240.62, down 0.36% [1] Stock Performance - Notable gainers in the leisure food sector included: - Ganyuan Food: closed at 61.63, up 2.97% with a trading volume of 43,200 lots and a transaction value of 267 million [1] - Lihai Food: closed at 44.62, up 1.36% with a trading volume of 42,600 lots and a transaction value of 206.1 million [1] - Major decliners included: - Gui Faxiang: closed at 14.30, down 2.26% with a trading volume of 273,100 lots and a transaction value of 394 million [2] - Ziyan Food: closed at 19.27, down 2.18% with a trading volume of 29,900 lots and a transaction value of 58.19 million [2] Capital Flow - The leisure food sector saw a net outflow of 171 million from institutional investors, while retail investors contributed a net inflow of 249 million [2] - Specific stock capital flows included: - Ganyuan Food: net inflow of 17.70 million from institutional investors, with a net outflow of 12.58 million from speculative funds [3] - Lihai Food: net inflow of 10.29 million from institutional investors, with a net outflow of 7.30 million from speculative funds [3]

Core Viewpoint - The company, Lihigh Food, has completed a share reduction plan by its shareholders, Lihigh Xing and Lihigh Chuang, resulting in a total reduction of 4,109,700 shares, which accounts for 2.43% of the company's total share capital [2][3]. Share Reduction Plan - The share reduction plan was announced on August 6, 2025, with a timeframe for execution from September 1, 2025, to November 10, 2025 [1][2]. - Lihigh Xing planned to reduce up to 2,326,800 shares (1.40% of total share capital), while Lihigh Chuang aimed to reduce up to 1,783,900 shares (1.07% of total share capital) [1]. Reduction Details - The total shares reduced by Lihigh Xing were 2,326,753, accounting for 1.37% of total share capital, and Lihigh Chuang reduced 1,782,947 shares, accounting for 1.05% [2]. - The total cash generated from the share reduction was approximately 177 million yuan [3]. Share Reduction Methodology - The reduction was executed through both centralized bidding and block trading methods, with specific price ranges for each method [4][5]. - Lihigh Xing's share reduction included 943,153 shares through centralized bidding and 1,383,600 shares through block trading, while Lihigh Chuang reduced 722,147 shares through centralized bidding and 1,060,800 shares through block trading [4][5]. Fundraising and Financials - Lihigh Food raised a total of 1.197 billion yuan from its initial public offering, with a net amount of 1.106 billion yuan after deducting issuance costs [6]. - The company had planned to raise 1.288 billion yuan for various projects, but the final net amount was 182 million yuan less than the original plan [6]. - The company also issued convertible bonds, raising a total of 950 million yuan, with a net amount of approximately 938 million yuan after expenses [7][8].

立高食品股份有限公司 关于股东减持计划实施完成的公告 股东上海立高兴企业管理咨询合伙企业（有限合伙）、上海立高创企业管理咨询合伙 企业（有限合伙）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。 | 证券代码：300973 | 证券简称：立高食品 | 公告编号：2025-072 | | --- | --- | --- | | 债券代码：123179 | 债券简称：立高转债 | | 注 2：本公告表格若出现总数与各分项数值之和尾数不符的情况，均为四舍五入原因造成。 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。 立高食品股份有限公司（以下简称"公司"）于 2025 年 8 月 6 日在巨潮资讯网披露 了《关于股东减持股份预披露公告》（公告编号：2025-042），股东上海立高兴企业管理 咨询合伙企业（有限合伙）（以下简称"立高兴"）、上海立高创企业管理咨询合伙企业（有 限合伙）（以下简称"立高创"）计划于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，立高兴计划减持公司股份不超过 2,326,800 股（含本 ...

Core Viewpoint - The consumer sector is showing signs of recovery, driven by favorable policies, rising CPI, and the imminent closure of Hainan Free Trade Port, leading to increased investment enthusiasm in the sector [2][4]. Group 1: Consumer Sector Analysis - The consumer sector is believed to be at the bottom, with fundamentals gradually improving, as indicated by the third-quarter reports [4]. - The "14th Five-Year Plan" emphasizes the importance of consumption, suggesting a positive outlook for the sector [4]. - Key investment opportunities include the restaurant chain sector, which is nearing the end of price wars, and companies like Anjiexin Foods and Lihai Foods are seeing improved net profit margins [4]. Group 2: Duty-Free Industry Insights - Hainan's duty-free sales data shows a significant recovery in Q3 2025, with a notable increase in average transaction value, and a stable outlook for Q4 [5]. - Continuous policy support, including a clear timeline for the island's closure and an expanded range of duty-free products, is expected to enhance the operational conditions for companies like China Duty Free Group and Hainan Development [5]. Group 3: Structural Upgrades in Consumption - The toy industry is evolving with IP incubation and category innovation, favoring leading companies with strong design and supply chain capabilities [6]. - The beauty industry is integrating medical, beauty, and health services, which is expected to enhance customer spending and repeat purchases [6]. - The consumer industry is transitioning from "functional supply" to "scenario value supply," indicating a structural upgrade in brand consumer goods [6]. Group 4: New Consumption Trends - Four new consumption themes are emerging: 1. Brand globalization 2.0, focusing on pricing power and emerging markets [7]. 2. Emotional value sectors like trendy toys and pet products are expected to benefit from rising GDP per capita [7]. 3. AI-driven consumption in service sectors is showing potential for profitability [7]. 4. Channel transformation emphasizing user experience and operational efficiency, particularly in instant retail and cost-effective dining [7]. Group 5: High-Growth Opportunities in Emotional Consumption - The gold and jewelry sector is undergoing significant changes, with rising gold prices and a shift towards emotional consumption, suggesting opportunities in high-end and trendy gold segments [8]. - Retail e-commerce is focusing on offline retail transformation and AI-enabled cross-border e-commerce leaders [8]. - The cosmetics sector is seeing growth in domestic brands that meet emotional value and safety ingredient innovation [8]. - The medical beauty sector remains resilient, with opportunities in differentiated products and mergers in downstream medical beauty institutions [8].

Core Insights - The A-share market has seen a strong performance in the food and beverage sector, with several stocks hitting the daily limit up [1] - The Ministry of Finance has released a report on the execution of China's fiscal policy for the first half of 2025, indicating continued efforts to boost consumer spending [1] Company Performance - **Sanyuan Foods**: Increased by 10.06%, with a total market value of 8.216 billion and a year-to-date increase of 24.59% [2] - **Huifa Foods**: Rose by 10.00%, with a market capitalization of 3.413 billion and a year-to-date increase of 20.55% [2] - **Babi Foods**: Gained 66.6%, with a market value of 7.359 billion and a year-to-date increase of 85.78% [2] - **Yanjin Puzhi**: Increased by 8.86%, with a market capitalization of 21.2 billion and a year-to-date increase of 25.86% [2] - **Lihai Foods**: Rose by 8.33%, with a market value of 7.4 billion and a year-to-date increase of 13.10% [2] - **Miaokelando**: Increased by 7.03%, with a market capitalization of 13.5 billion and a year-to-date increase of 47.99% [2] - **Zhongchong Co.**: Gained 6.97%, with a market value of 18.5 billion and a year-to-date increase of 71.68% [2] - **Runpu Foods**: Increased by 6.60%, with a market capitalization of 1.343 billion and a year-to-date increase of 55.59% [2] - **Knight Dairy**: Rose by 6.73%, with a market value of 2.222 billion and a year-to-date increase of 51.42% [2] - **Zhuangyuan Pasture**: Increased by 6.62%, with a market capitalization of 2.268 billion and a year-to-date increase of 54.05% [2] - **New Dairy**: Gained 6.23%, with a market value of 15.3 billion and a year-to-date increase of 24.16% [2] - **Zhu Laoliu**: Increased by 6.10%, with a market capitalization of 2.068 billion and a year-to-date increase of 2.30% [2] - **Guifaxiang**: Rose by 5.57%, with a market value of 2.895 billion and a year-to-date increase of 17.60% [2] - **Kangbiter**: Increased by 5.29%, with a market capitalization of 2.281 billion and a year-to-date increase of 20.85% [2] Market Trends - The MACD golden cross signal has formed, indicating a positive trend in these stocks [1]

Group 1 - The core viewpoint of the news is that Lihigh Food has seen a stock price increase of 5.23%, reaching 42.45 CNY per share, with a trading volume of 1.09 billion CNY and a turnover rate of 2.27%, resulting in a total market capitalization of 7.189 billion CNY [1] - Lihigh Food Co., Ltd. is located in Zengcheng District, Guangzhou, Guangdong Province, and was established on May 11, 2000. The company was listed on April 15, 2021, and its main business involves the research, production, and sales of baking food ingredients and frozen baked goods [1] - The revenue composition of Lihigh Food includes frozen baked goods at 54.35%, cream at 26.94%, other products at 7.85%, sauces at 6.85%, and fruit products at 4.02% [1] Group 2 - From the perspective of major fund holdings, data shows that one fund under Jiao Yin Shi Luo De has a significant position in Lihigh Food. The Jiao Yin An Xiang Stable Pension One Year A (006880) held 47,900 shares in the third quarter, accounting for 0.09% of the fund's net value, ranking as the fourth-largest holding [2] - The Jiao Yin An Xiang Stable Pension One Year A (006880) was established on May 30, 2019, with a latest scale of 2.13 billion CNY. Year-to-date returns are 6.04%, ranking 802 out of 1,039 in its category; the one-year return is 6.72%, ranking 769 out of 1,013; and the cumulative return since inception is 27.36% [2] Group 3 - The fund manager of Jiao Yin An Xiang Stable Pension One Year A (006880) is Liu Di, who has been in the position for 1 year and 11 days. The total asset scale of the fund is 3.459 billion CNY, with the best fund return during the tenure being 16.6% and the worst being 3.61% [3]

Market Overview - The leisure food sector experienced a slight decline of 0.13% on November 6, with ST Juewei leading the drop [1] - The Shanghai Composite Index closed at 4007.76, up 0.97%, while the Shenzhen Component Index closed at 13452.42, up 1.73% [1] Individual Stock Performance - Notable gainers in the leisure food sector included: - Ganyuan Food (002991) with a closing price of 57.71, up 1.84% and a trading volume of 21,200 lots [1] - Ximai Food (002956) closed at 22.51, up 1.44% with a trading volume of 34,600 lots [1] - Wancheng Group (300972) closed at 179.46, up 1.10% with a trading volume of 12,600 lots [1] - Conversely, ST Juewei (603517) saw a decline of 1.52%, closing at 13.64 with a trading volume of 91,600 lots [2] - Other notable decliners included: - Yanjinpuzi (002847) down 1.38% to 71.33 [2] - Three Squirrels (300783) down 1.02% to 23.32 [2] Capital Flow Analysis - The leisure food sector saw a net outflow of 126 million yuan from institutional investors, while retail investors contributed a net inflow of 100 million yuan [2] - The overall capital flow for individual stocks showed mixed results, with Ganyuan Food experiencing a net inflow of over 3.89 million yuan from institutional investors [3] - Other stocks like Ziyan Food (603057) had a net inflow of 1.55 million yuan from institutional investors, while stocks like ST Juewei and Lihai Food (300973) faced significant net outflows [3]

Industry Investment Rating - The investment rating for the food and beverage industry is "Outperform" [1] Core Insights - The report highlights that the liquor sector is actively releasing pressure on financial statements, with the industry gradually bottoming out. The frozen food sector is witnessing a turning point, while the soft drink and snack sectors maintain high levels of prosperity [3][4][30] Summary by Sections 1. Liquor - The liquor sector's total revenue for the first three quarters of 2025 was CNY 319.23 billion, a year-on-year decrease of 5.76%, with net profit down 6.85% to CNY 122.67 billion. In Q3 alone, revenue fell 18.38% to CNY 78.48 billion, and net profit dropped 22.00% to CNY 28.09 billion [14][28] - High-end liquor brands like Moutai showed stable growth, while others like Wuliangye and Luzhou Laojiao faced significant declines. Moutai's revenue grew by 9.28% year-on-year, while Wuliangye's fell by 10.26% [17][19] - The second-tier liquor brands, such as Fenjiu, showed resilience with a revenue increase of 5.00%, while others like Shui Jing Fang and Shede experienced declines [26][22] 2. Soft Drinks - The soft drink sector saw significant growth, with companies like Dongpeng Beverage reporting a 34.13% increase in revenue year-on-year. The energy drink segment, particularly, showed robust growth [30][31] - The introduction of new flavors and products, such as Dongpeng's summer limited edition, contributed to the sustained high growth rates in this sector [30] 3. Dairy Products - The dairy sector, led by Yili, maintained stable performance despite high base effects, with significant growth in milk powder and cold drink products. New Dairy's low-temperature products continued to show double-digit growth [4][31] 4. Frozen Foods - The frozen food industry is experiencing a turning point, with companies noting that the price war has peaked. The focus is shifting towards rational competition and value [7][30] 5. Snacks - The snack sector is undergoing strategic adjustments, with member stores and instant retail becoming key growth channels. The overall consumption environment remains weak, but the snack sector is adapting with targeted strategies [7][30]