证券代码：603102 证券简称：百合股份 公告编号：2025-037 威海百合生物技术股份有限公司 2025年第一次临时股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 9 月 26 日 (二)股东大会召开的地点：山东省威海市荣成市荣义路 2899 号公司研发大楼四 楼会议室 本次股东大会由公司董事会召集，本次会议现场由董事刘旭东先生主持，采用现 场与网络投票相结合的方式召开。本次会议的召集、召开和表决方式符合《公司 法》等法律法规和《公司章程》的有关规定。 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 64 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 35,601,215 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 57.1688 | 注： ...

. 2 PM w Offices 北京市东城区金宝街 89 号金宝大厦 11 层 11F Jinbao Tower, 89 Jinbao Street, Dongcheng District, Beijing, China 电话(Tel):(86 10)6652 3388 传真(Fax):(86 10)6652 3399 网址(Website): www.junzejun.com 北京市君泽君律师事务所 关于威海百合生物技术股份有限公司 致:威海百合生物技术股份有限公司 威海百合生物技术股份有限公司（以下简称"公司"）2025 年第一次临时 股东大会(以下简称"本次股东大会")于 2025年 9 月 26 日召开,北京市君泽 君律师事务所(以下简称"本所")接受公司的委托,就公司本次股东大会的相 关事宜出具法律意见。 本所及经办律师依据《中华人民共和国公司法》《中华人民共和国证券法》 《上市公司股东会规则》《律师事务所从事证券法律业务管理办法》和《律师事 务所证券法律业务执业规则(试行)》等规定及本法律意见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 ...

Core Insights - The food processing sector experienced a slight decline of 0.16% on September 24, with Weizhi Xiang leading the drop [1][2] - The Shanghai Composite Index closed at 3853.64, up 0.83%, while the Shenzhen Component Index closed at 13356.14, up 1.8% [1] Stock Performance - Notable gainers in the food processing sector included: - Baba Foods (605338) with a closing price of 23.57, up 4.90% [1] - Guangming Meat (600073) at 7.05, up 2.47% [1] - ST Chuntian (600381) at 5.19, up 2.37% [1] - Conversely, Weizhi Xiang (605089) closed at 28.11, down 1.54% [2] - The sector saw a total trading volume of 5.67 billion yuan in net outflow from major funds, while retail investors contributed a net inflow of 2.49 billion yuan [2][3] Fund Flow Analysis - Major funds showed a net outflow of 5.67 billion yuan, while speculative funds had a net inflow of 3.18 billion yuan [2] - Retail investors contributed a net inflow of 2.49 billion yuan [2] - Specific stock fund flows included: - Guangming Meat (600073) with a net inflow of 17.05 million yuan from major funds [3] - Jindawi (002626) with a net inflow of 11.20 million yuan from major funds [3] - Xianle Health (300791) had a net inflow of 2.03 million yuan from retail investors [3]

Summary of the Conference Call on the Health Supplement CDMO Industry Industry Overview - The health supplement market in China is the second largest globally, with significant growth potential due to low penetration rates, approximately 1/4 to 1/5 of that in Europe and the US [1][4] - The largest segment is vitamin dietary supplements (EDS), accounting for about 60% of the market, with a noticeable trend towards functional foods [1][4] - The dual-track regulatory policy (registration + filing) has lowered entry barriers and accelerated product launches while enhancing regulatory oversight [1][5] Key Trends and Insights - Online channels have significantly impacted the health supplement market, achieving a penetration rate of around 60%, the highest globally, which has disrupted traditional offline channels [1][9] - Emerging brands are leveraging online platforms to target specific demographics, leading to a decline in traditional dietary supplement market share [1][9] - The concentration of brands and contract manufacturing in the health supplement industry is low, below 20%, with new online brands further dispersing market concentration [1][8] Regulatory Impact - The introduction of the dual-track system in 2016 has streamlined the approval process for new products, allowing for quicker market entry while increasing regulatory scrutiny to eliminate non-compliant products [5][7] - The 2019 Tianjin Qianjin incident led to stricter internal control mechanisms and a comprehensive industry cleanup, enhancing the overall transparency and standardization of the market [5][6] Consumer Demand and Behavior - Increasing income and health awareness among Chinese consumers are driving demand for health supplements, with a shift from serious health products to functional foods [6][12] - The traditional dietary supplement consumption patterns are evolving, with younger demographics becoming the primary consumers, influenced by the rise of online shopping [6][9] Company-Specific Insights Xianle Health - Xianle Health, a leading player in the health supplement CDMO sector, has achieved continuous revenue growth through international expansion and product innovation, despite profit fluctuations due to industry and global factors [3][13] - The acquisition of the US-based BF company has temporarily impacted profits but is expected to become a long-term growth driver [3][18] - Collaborations with new consumer brands have improved domestic revenue, with a notable partnership with brands like Dongfang Zhenxuan and Yang Men Dian [3][17] Baihe Co. - Baihe Co. has recently acquired New Zealand's Auri Company, which is expected to contribute to revenue growth [21] - The company has shown strong performance in the functional beverage sector, adapting well to new consumer demands despite being less focused on large client customization compared to Xianle [21] Future Outlook - The health supplement CDMO industry in China has substantial growth potential, with a current penetration rate of about 10%, lower than that of Europe and Japan (15%-20%) [12] - The high online penetration rate suggests a promising future for contract manufacturing, with expectations of increased demand driven by the rise of online sales channels [12][20] - Xianle plans to enhance cooperation with new consumer clients and expand into Southeast Asia through cross-border e-commerce and new factory setups [20]

Group 1 - The core viewpoint of the article highlights the growth in the number of other manufacturing enterprises in China, which increased by 117 to a total of 2,331 from January to April 2025, representing a year-on-year growth of 5.28% [1] - The proportion of other manufacturing enterprises in the total industrial enterprises stands at 0.45% [1] - The report referenced is the "2025-2031 China Manufacturing Market Competition Pattern Analysis and Investment Development Research Report" published by Zhiyan Consulting [1] Group 2 - The data regarding the number of other manufacturing enterprises is sourced from the National Bureau of Statistics and organized by Zhiyan Consulting [2] - Zhiyan Consulting is recognized as a leading industry consulting agency in China, specializing in in-depth industry research reports and providing comprehensive industry solutions [2]

Group 1 - The core viewpoint of the report is that the functional food industry in China is undergoing a significant transformation driven by rising health awareness and changing consumer demands, leading to accelerated market penetration across all age groups [1][2][11]. - The functional food market in China has experienced a compound annual growth rate (CAGR) of 6.3% over the past five years, significantly outpacing the growth of other basic consumer goods, with the market size expected to exceed 260 billion yuan in 2024 and potentially double to around 450 billion yuan in the next decade [2][22][20]. - The demand for functional foods is shifting from a focus on basic health benefits to a broader appeal that includes emotional satisfaction and lifestyle enhancement, with a diverse range of products catering to various demographics, including women, youth, and even pets [3][27][28]. Group 2 - The growth of the functional food industry is supported by multiple factors, including economic stability, rising disposable income, and an aging population, which has led to increased health consciousness among consumers [2][20][11]. - The online sales channel for functional foods has surged, accounting for over 55% of total sales, with platforms like Douyin (TikTok) and cross-border e-commerce showing remarkable growth, indicating a shift towards digital and diversified sales strategies [5][11][12]. - The industry is characterized by a dual structure of established leading brands maintaining stable market shares while new, agile brands rapidly emerge by capturing niche demands, resulting in a long-tail market trend [6][12][11]. Group 3 - Innovations in product forms and consumer experiences are crucial, with a rise in "snack-like" products such as gummies and beverages that appeal to younger consumers, enhancing the overall consumption experience [4][33][38]. - Marketing strategies are evolving to emphasize emotional resonance and lifestyle alignment, with brands focusing on customized nutrition solutions and appealing packaging to attract younger demographics [4][38][39]. - The report highlights the importance of understanding the changing dynamics in both consumer preferences and distribution channels, suggesting that brands must adapt to these trends to thrive in the competitive landscape [5][12][11].

Core Insights - The food processing sector experienced a 0.49% increase on September 15, with Delisi leading the gains [1] - The Shanghai Composite Index closed at 3860.5, down 0.26%, while the Shenzhen Component Index closed at 13005.77, up 0.63% [1] Food Processing Sector Performance - Delisi (002330) saw a closing price of 5.45, with a significant increase of 10.10% and a trading volume of 377,200 shares, amounting to a transaction value of 206 million yuan [1] - Longda Meishi (002726) closed at 6.13, up 5.69%, with a trading volume of 1,211,600 shares and a transaction value of 741 million yuan [1] - Huifa Food (603536) closed at 11.40, up 5.56%, with a trading volume of 467,800 shares and a transaction value of 542 million yuan [1] - Other notable performers include Weizhi Xiang (605089) with a 4.93% increase, and Huatong Co. (002840) with a 4.88% increase [1] Capital Flow Analysis - The food processing sector saw a net inflow of 258 million yuan from institutional investors, while retail investors experienced a net outflow of 216 million yuan [2] - The main capital inflow was observed in Huifa Food, with a net inflow of 93.15 million yuan, representing 17.17% of the total [3] - Delisi had a net inflow of 45.21 million yuan, accounting for 21.99% of its trading volume, despite a net outflow from retail investors [3]

Core Viewpoint - The report highlights the growth in China's other manufacturing industry exports, indicating a positive trend in the sector with significant year-on-year increases in export value [1] Group 1: Company Information - Listed companies mentioned include Huafang Co., Ltd. (600448), Fengzhu Textile (600493), Jiangnan High Fiber (600527), Zhejiang Wenyi (601599), Qianhe Flavoring (603027), Guangzhou Restaurant (603043), Taihua New Materials (603055), Baihe Co., Ltd. (603102), Yangyuan Beverage (603156), Yiming Food (605179), Huasheng Technology (605180), Fuchun Dyeing and Weaving (605189), Andeli (605198), Jiahe Food (605300) [1] Group 2: Industry Data - According to the National Bureau of Statistics, the export value of China's other manufacturing industry reached 5.63 billion yuan in April 2025, representing a year-on-year growth of 6.3% [1] - From January to April 2025, the cumulative export value for the other manufacturing industry was 21.25 billion yuan, with a cumulative year-on-year growth of 8.8% [1] - A statistical chart from 2019 to April 2025 illustrates the export value trends in the other manufacturing industry [1]

Core Viewpoint - The report highlights the growth and export performance of China's other manufacturing industry, indicating a slight increase in export value in early 2025 compared to previous years [1]. Group 1: Company Information - Listed companies mentioned include Huafang Co., Ltd. (600448), Fengzhu Textile (600493), Jiangnan High Fiber (600527), Zhejiang Wenyi (601599), Qianhe Flavoring (603027), Guangzhou Restaurant (603043), Taihua New Materials (603055), Baihe Co., Ltd. (603102), Yangyuan Beverage (603156), Yiming Food (605179), Huasheng Technology (605180), Fuchun Dyeing and Weaving (605189), Andeli (605198), and Jiahe Food (605300) [1]. Group 2: Industry Data - According to the National Bureau of Statistics, the export value of China's other manufacturing industry reached 5.71 billion yuan in May 2025, reflecting a year-on-year growth of 0.3% [1]. - Cumulatively, from January to May 2025, the total export value for the other manufacturing industry was 26.97 billion yuan, with a year-on-year increase of 6.8% [1]. - A statistical chart from 2019 to May 2025 illustrates the export value trends in the other manufacturing sector [1].

威海百合生物技术股份有限公司 2025 年第一次临时股东大会 会议材料 2025 年 9 月 26 日 威海百合生物技术股份有限公司 2025 年第一次临时股东大会会议须知 为维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证股 东大会的顺利召开，根据《公司法》《上市公司股东会规则》及《公司章程》的 有关规定，特制定如下会议须知，望出席股东大会的全体人员遵照执行。 一、为保证股东大会的严肃性和正常秩序，切实维护与会股东（或股东授权 代表）的合法权益，公司认真做好召开股东大会的各项工作。 二、除出席会议的股东（或股东授权代表）、公司董事、监事、高级管理人 员、公司聘请的律师、董事会邀请的人员及相关工作人员外，公司有权依法拒绝 其他人进入会场。 三、股东参加股东大会，应当认真履行其法定义务，会议开始后应将手机铃 声置于无声状态，尊重和维护其他股东合法权益，保障大会的正常秩序。 四、股东参加股东大会依法享有表决权、发言权、质询权等权利。 五、股东需要发言的，需先经会议主持人许可，方可发言。股东发言时应首 先报告姓名（或所代表股东）及持有股份数额。每一股东发言不得超过两次，每 次发言原则上不超过 5 分钟 ...