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 年第一次临时股东会 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 2025 年 5 月 国浩律师（北京）事务所 法律意见书 致：福建万辰生物科技集团股份有限公司 国浩律师（北京）事务所接受福建万辰生物科技集团股份有限公司（以下简 称"公司"或"万辰集团"）的委托，指派律师出席并见证了公司 2025 年 5 月 15 日 召开的 2025 年第一次临时股东会（以下简称"本次股东会"），并依据《中华人 民共和国证券法》（以下简称"《证券法》"）、《中华人民共和国公司法》（以 下简称"《公司法》"）和《福建万辰生物科 ...

证券代码：300972 证券简称：万辰集团 公告编号：2025-035 福建万辰生物科技集团股份有限公司 2025 年第一次临时股东会决议公告 本公司及除董事长王健坤外的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。 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。 3、本次股东会以现场表决与网络投票相结合的方式召开。 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 5 月 15 日（星期四）14:30 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：王丽卿。 6、本次股东会会议的召集、召开符合《中华人民共和国公司法》、《中华人民 共和国证券法》等相关法律法规及《福建万辰生物科技集团股份有限公司章程》的 规定。 （二）会议出席情况： 1、股东总体出席情况 参加本次股东会现场会议和网络投票表决的股东及股东代理人共 58 人，代表公 司有表决权的股份总数为 113,661,986 股，占公司有表决权股份总数的 63. ...

Investment Rating - The report suggests a forward-looking investment value in Mingming Hen Mang and Wancheng Group, anticipating an acceleration in profitability for the leading players in the industry during 2025-2026 [5][61]. Core Insights - Mingming Hen Mang has emerged as a leader in the snack retail sector through a strong merger with Zhao Yiming, resulting in a combined entity with 14,394 stores across 28 provinces in China and a GMV of 55.5 billion [3][7]. - The company's rapid growth is attributed to the expansion of franchise stores and increased sales volume, with a projected revenue of 39.34 billion and adjusted net profit of 9.13 billion for 2024, reflecting a CAGR of 203% and 235% respectively from 2022 to 2024 [3][18]. - The Chinese snack and beverage market is valued at 3.7 trillion, with significant growth potential in the down-market and discount channels, where Mingming Hen Mang holds a market share of 1.5% [4][11]. Summary by Sections Company Overview - Mingming Hen Mang is recognized as a leading food and beverage retailer in China, formed by the merger of "Snacks Are Busy" and "Zhao Yiming" in November 2023, with a focus on operational efficiency and brand integration [3][7]. Industry Trends - The report highlights the ongoing penetration of the discount model in the snack market, with a fragmented retail landscape where the top five players hold only 6% market share [4][11]. Performance Metrics - Revenue and profit growth are driven by the rapid expansion of franchise stores, with a significant increase in store count from 1,902 in 2022 to 14,394 in 2024, achieving a CAGR of 175% [28][29]. - The adjusted net profit margin is expected to improve, with a stable gross margin of 7.6% and an adjusted net profit margin of 2.3% for 2024 [22][21]. Future Outlook - Key future drivers include operational efficiency improvements, upgrades in discount supermarket formats, and steady expansion into Southeast Asia, with initial steps taken in Vietnam [42][52]. - The report anticipates that the domestic discount sector has room for growth, aiming to match the overseas penetration rates of over 15% [5][61].

Investment Rating - The report indicates a stable development in the food and beverage industry despite weak demand due to insufficient consumer confidence in 2024 [1][5]. Core Insights - The food and beverage industry is expected to experience a recovery in demand driven by monetary policy easing and various measures to expand domestic demand in 2025 [3][35]. - The industry is characterized by a significant differentiation among sub-sectors, with varying performance and growth potential [5][36]. Summary by Sections Industry Overview - The food and beverage industry is a crucial pillar of the national economy, closely linked to agricultural and livestock sectors, with a diverse range of products [5]. - In 2024, the industry is projected to achieve a 4.1% growth in industrial added value, with specific segments like food manufacturing and beverage processing showing positive growth [5]. Sub-sector Analysis Baijiu Industry - The baijiu industry continues to see a decline in total demand, but revenue and profit for large enterprises are growing due to improved consumption structure and increased industry concentration [6][7]. - In 2024, the total production of baijiu is expected to decrease by 1.8%, while the top 10 enterprises' market share has increased to approximately 58% [7][8]. Meat Processing Industry - The meat processing industry is stable, with leading companies enhancing brand building and increasing deep processing ratios, leading to improved profit levels despite slight revenue declines [12][15]. - In 2024, the total meat production is projected to reach 96.63 million tons, with pork accounting for nearly 60% of the total [13]. Dairy Industry - The dairy industry is experiencing a downturn, with a 2.7% decline in sales revenue in 2024, although high-end products like pasteurized milk are seeing growth [19][23]. - The competition remains dominated by two major players, with a significant focus on product innovation and value addition [23][24]. Snack Food Industry - The snack food industry is expected to grow steadily, with a market size of 933 billion yuan in 2024, reflecting a 4.6% increase [25][26]. - Companies are focusing on product upgrades and cost control to meet consumer demand for healthier options [26][27]. Soft Drink Industry - The soft drink industry has a large market size but limited growth potential, with a 7.5% increase in production in 2024, reaching 18.82 million tons [28][30]. - The market is characterized by high concentration, with the top five companies holding over 60% market share [32]. Policy and Outlook - The food and beverage industry is expected to benefit from government policies aimed at boosting consumption and stabilizing prices of raw materials [35][36]. - The market is likely to see a restructuring of competition, with leading companies consolidating their positions through mergers and acquisitions while smaller firms may find niche opportunities [38].

Group 1: Store Performance and Growth - The company has signed over 15,000 stores as of the end of Q1 2025, with the "Good Idea" brand exceeding 10,000 stores [5][6] - The company aims to maintain stable growth in single-store performance, influenced by brand effect and local consumer demand [2][3] - The company plans to continue healthy growth of its store network, balancing quality and quantity [6] Group 2: Financial Performance and Strategy - Revenue has increased from several hundred million to 30 billion in the past two years [3] - The net profit margin for the bulk snack business is projected to be 2.7% in 2024, with strategies to enhance profitability through supply chain collaboration and logistics management [5][6] - The company is focused on optimizing product structure and extending categories to improve profitability [6] Group 3: Food Safety and Quality Control - The company has established a comprehensive internal control system for product quality management, emphasizing food safety as a critical issue [3] - There is a mechanism in place for reporting and responding to food safety emergencies [3] Group 4: Future Plans and Market Position - The company is exploring various business plans, including potential acquisitions and market expansions, with details to be disclosed in future announcements [5][6] - The company is leveraging digital platforms like Douyin for marketing while maintaining a core focus on offline store operations [6]

食品饮料 2025 年 05 月 13 日 投资评级：看好（维持） 行业走势图 数据来源：聚源 -36% -24% -12% 0% 12% 24% 2024-05 2024-09 2025-01 食品饮料 沪深300 相关研究报告 《白酒底部建议加配，大众品三条思 路选股—行业周报》-2025.5.11 《内需提振预期强化，关注政策改善 可期—行业投资策略》-2025.5.8 《一季报白酒稳健增长，零食新品红 利表现突出—行业周报》-2025.5.5 暖意渐起，焕启新程 ——行业投资策略 | 张宇光（分析师） | 张恒玮（分析师） | 张思敏（联系人） | | --- | --- | --- | | zhangyuguang@kysec.cn | zhanghengwei@kysec.cn | zhangsimin@kysec.cn | | 证书编号：S0790520030003 | 证书编号：S0790524010001 | 证书编号：S0790123070080 | |  市场表现：食品饮料年初至今跑赢大盘 | | | 食品饮料跑赢大盘，零食板块表现较好。2025 年 1-4 月食品饮料板块上涨 0.5 ...

Group 1 - The core index, the CSI 2000, experienced a slight decline of 0.13% as of May 14, 2025, with mixed performance among constituent stocks [3] - Notable gainers included Heng Er Da, which hit the daily limit, Da Ye Co. rising by 17.41%, and Li Ang Technology increasing by 15.19% [3] - Conversely, Huamin Co. led the decline with a drop of 10.02%, followed by Lan Dun Optoelectronics at 9.78% and Zhi Te New Materials at 6.69% [3] Group 2 - The CSI 2000 ETF managed by Huaxia reached a new high in scale at 197 million yuan, with a net inflow of 2.58 million yuan recently [3] - Over the past week, the CSI 2000 ETF has accumulated a rise of 1.74%, ranking 2nd among comparable funds [3] - The one-year net value of the CSI 2000 ETF increased by 37.04%, placing it first among comparable funds [3] Group 3 - Historical data indicates that the recovery of A-share listed companies' profit growth has been beneficial for small-cap growth styles, particularly after the profit growth turns positive [4] - The CSI 2000 ETF closely tracks the CSI 2000 index, with approximately 99.5% of its constituent stocks having a market capitalization of less than 10 billion yuan, highlighting its focus on specialized and innovative private enterprises [4] - As of April 30, 2025, the top ten weighted stocks in the CSI 2000 index accounted for only 2.51% of the total index [4]

Group 1: Core Insights - The report from Tianfeng Securities indicates a positive performance in the liquor sector during the May Day banquet scene, with companies generally seeking stability in 2025, suggesting potential valuation recovery opportunities from upcoming consumer stimulus policies [1][4] - The beer and beverage sectors saw better-than-expected travel data during the May Day holiday, with notable growth in Q1 for companies like Uni-President, driving market performance [1][5] - The health supplement sector showed significant gains, with a focus on three major investment opportunities in a potential cyclical recovery [1][6] Group 2: Market Performance Review - The food and beverage sector and the CSI 300 index experienced increases of +1.76% and +1.92% respectively during the week of May 2 to May 9, with health supplements (+5.09%) and baked goods (+4.25%) leading the gains [3] - The liquor sector outperformed the overall food and beverage market and the CSI 300 index, with a weekly increase of +2.34%, attributed to the easing of performance pressure following Q1 earnings reports [4] Group 3: Sector Recommendations - Recommended stocks in the liquor sector include leading companies with strong alpha and beta benefits, such as Shanxi Fenjiu, Guizhou Moutai, and Luzhou Laojiao [1][4] - In the consumer goods sector, the report highlights opportunities in snack foods, dairy products, and companies with overseas expansion potential, such as Yili and Anqi Yeast [2][6]

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 | 项目 | 工作内容 | | --- | --- | | 1、公司信息披露审阅情况 | | | （1）是否及时审阅公司信息披露文件 | 是 | | （2）未及时审阅公司信息披露文件的次数 | 0 次 | | 2、督导公司建立健全并有效执行规章制度的 | | | 情况 | | | （1）是否督导公司建立健全规章制度（包括 | | | 但不限于防止关联方占用公司资源的制度、 | 是 | | 募集资金管理制度、内控制度、内部审计制 | | | 度、关联交易制度） | | | （2）公司是否有效执行相关规章制度 | 是 | | 3、募集资金监督情况 | | | （1）查询公司募集资金专户次数 | 10 次 | | （2）公司募集资金项目进展是否与信息披露 | | | 文件一致 | 是 | | 4、公司治理督导情况 | | | （1）列席公司股东大会次数 | 0 次 | | （2）列席公司董事会次数 | 0 次 | | （3）列席公司监事会次数 | 0 次 | | 5、现场检查情况 | | | （1）现场检查次数 | 1 次 | | （2）现场检查报告是否按照本 ...

Core Viewpoint - The article discusses the impact of the US-China trade agreement on the scientific instrument industry, highlighting the acceleration of domestic alternatives and the recognition of 18 outstanding domestic instruments as "good instruments" [2][4][9]. Group 1: Trade Agreement Impact - The US-China trade talks resulted in a bilateral agreement to jointly reduce tariffs, which has led to mixed reactions among scientific instrument manufacturers, with some stocks rising and others falling [4][5]. - The agreement has prompted discussions about the procurement challenges faced by domestic instruments, including issues like foreign embargoes, long procurement cycles, and high trial costs [6][9]. Group 2: Domestic Instrument Recognition - On the same day the trade agreement was announced, a forum for the innovative development of domestic instruments was held, where 18 domestic instruments were awarded as "good instruments," indicating their achievement of international advanced levels [9][12]. - The awarded instruments cover various categories, showcasing the capabilities of domestic manufacturers to compete in the market [10][11]. Group 3: Industry Challenges and Developments - The instrument industry achieved nearly 1 trillion yuan in revenue in 2024, marking a new development stage, but still faces significant challenges [19]. - Reports presented at the forum emphasized the need for quality certification and standardization to enhance the competitiveness of domestic instruments [22][24]. - The industry is urged to focus on innovation and meet market demands to overcome the challenges posed by international competition and domestic policy tightening [33][34].