北京市金杜律师事务所 关于莲花控股股份有限公司 2025 年员工持股计划（草案）的 法律意见书 致：莲花控股股份有限公司 北京市金杜律师事务所（以下简称"金杜"或"本所"）受莲花控股股份有限 公司（以下简称"公司"或"莲花控股"）委托，作为公司 2025 年员工持股计划 （以下简称"本次员工持股计划"）的专项法律顾问，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》"）、中国证券监督管理委员会（以下简称"中国证监会"）《关于上市公司实 施员工持股计划试点的指导意见》1（以下简称"《试点指导意见》"）、《上海证 券交易所上市公司自律监管指引第 1 号——规范运作》（以下简称"《监管指引 第 1 号》"）等法律、行政法规、部门规章及规范性文件（以下简称"法律法 规"）及《莲花控股股份有限公司章程》（以下简称"《公司章程》"）的有关规 定，按照律师行业公认的业务标准、道德规范和勤勉尽责精神，就公司拟实施 的 2025 年员工持股计划所涉及的相关事宜，出具本法律意见书。 本所依据本法律意见书出具日以前已经发生或存在的事实和中华人民共和 国境内（以下简称"中国境 ...

Market Performance - The seasoning and fermentation sector increased by 0.74% on September 11, with Angel Yeast leading the gains [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 - Angel Yeast (600298) closed at 41.81, up 1.80% with a trading volume of 109,300 shares and a turnover of 450 million yuan [1] - Lianhua Holdings (600186) closed at 6.11, up 1.66% with a trading volume of 569,300 shares and a turnover of 344 million yuan [1] - Other notable stocks include Haidilao (603288) at 41.29, up 0.83%, and Tianwei Food (603317) at 12.16, up 0.66% [1] Capital Flow Analysis - The seasoning and fermentation sector experienced a net outflow of 105 million yuan from institutional investors, while retail investors saw a net inflow of 106 million yuan [2] - The detailed capital flow indicates that major stocks like Lianhua Holdings and Angel Yeast faced significant net outflows from institutional investors [3] Summary of Capital Flow by Stock - Lianhua Holdings had a net outflow of 28.76 million yuan from institutional investors, while retail investors contributed a net inflow of 4.42 million yuan [3] - Angel Yeast saw a net outflow of 10.89 million yuan from institutional investors, with retail investors contributing a net inflow of 1.44 million yuan [3]

Core Viewpoint - The Xi'an Yanta District Market Supervision Administration has conducted food safety inspections, revealing 36 batches of compliant products and 3 batches of non-compliant products, which are publicly announced [2][3]. Summary by Category Compliance Information - A total of 36 batches of food products were found to be compliant during the inspections conducted by the Xi'an Yanta District Market Supervision Administration [2][3]. - The compliant products include various food items such as tofu, single crystal rock candy, cooking wine, and vinegar, with specific details on their production dates and specifications [3][4]. Non-compliance Information - Three batches of food products were identified as non-compliant, with issues such as the presence of coliform bacteria and anionic synthetic detergents exceeding acceptable limits [2][3]. - Specific non-compliant products include: - A bowl from a restaurant with detected coliform bacteria [2]. - A pair of chopsticks from another restaurant also showing coliform bacteria [2]. - A bowl from a spicy hot pot restaurant with anionic synthetic detergent measured at 0.37 mg/100 cm², which is above the acceptable limit [2][3].

Group 1 - The resignation of non-independent director Zeng Yanshuo is due to internal work adjustments, and he will continue to serve as the company's senior vice president [1][2] - Zeng Yanshuo's resignation will not affect the board's operation or the company's normal production and business activities, as the board will still meet the legal minimum number of members [2] - The company held a staff representative meeting on September 9, 2025, where Zeng Yanshuo was elected as the staff representative director, with a term aligned with the current board [3] Group 2 - Zeng Yanshuo's election as staff representative director complies with legal requirements, ensuring that the number of senior management and staff representatives on the board does not exceed half of the total board members [3] - Zeng Yanshuo has a background in management, having previously served as general manager of Anqing Wenfeng Real Estate Co., Ltd. and vice president of Anhui Wenfeng Investment Group [5] - As of the announcement date, Zeng Yanshuo holds 250,000 shares in the company and has no conflicts of interest with major shareholders or regulatory issues [5]

Core Points - Lianhua Holdings announced the resignation of director Zeng Yanshuo due to internal work adjustments, effective immediately upon delivery of the resignation report [1] - Zeng Yanshuo will continue to serve as the company's Senior Vice President after resigning from the board [1] - The company held its second employee representative meeting on September 9, 2025, where Zeng Yanshuo was elected as the employee representative director for the ninth board, with a term aligned with the board's duration [1] - The composition of the ninth board remains compliant with regulations, as the number of senior management and employee representative directors does not exceed half of the total board members [1]

Group 1 - The company, Lianhua Holdings, announced the convening of its second employee representative assembly on September 9, 2025 [1] - During the assembly, the employee representatives approved the election of Mr. Zeng Yanshuo as the employee representative director of the company's ninth board of directors [1]

Core Viewpoint - Lianhua Holdings announced the resignation of Zeng Yanshuo from the position of non-independent director of the ninth board due to internal work adjustments, effective upon delivery of the resignation report to the board [1] Group 1 - Zeng Yanshuo will continue to serve as the company's Senior Vice President after his resignation from the board [1] - The company held its second employee representative assembly on September 9, 2025, where employee representatives approved the election of Zeng Yanshuo as the employee representative director of the ninth board [1]

证券代码：600186 证券简称：莲花控股 公告编号：2025-071 莲花控股股份有限公司 关于非独立董事辞职暨选举职工代表董事的公告 重要内容提示： 莲花控股股份有限公司（以下简称"公司"）董事会于近期收到董事曾彦硕 先生递交的书面辞职报告，曾彦硕先生因公司内部工作调整原因申请辞去第九届 董事会非独立董事职务，该辞职报告自送达公司董事会之日起生效。曾彦硕先生 辞职后仍继续担任公司高级副总裁。 一、非独立董事辞职的情况 | | | | 原定任期 | | | 是否继续在上 | 具体职 | 是否存在未 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 姓名 | 离任职务 | 离任时间 | 到期日 | | 离任原因 | 市公司及其控 | 务（如 | 履行完毕的 | | | | | | | | 股子公司任职 | 适用） | 公开承诺 | | 曾彦硕 | 非独立董事 | 2025年9月 | 2026 年 5 | 月 | 公司内部 | 是 | 高级副 | 否 | | | | 8 日 | 7 日 | | 工作调整 | | 总裁 | | (一) 提前离任 ...

Summary of Key Points Core Viewpoint - The article highlights the recent fundraising activities in the private equity and venture capital sectors, showcasing significant investments and the establishment of various funds across different regions and industries in China. Group 1: Fundraising Activities - A total of 16 fundraising activities were reported from August 1 to August 31, 2025, with a combined scale exceeding 860 billion RMB [1] - Shenzhen collective economy initiated two venture capital funds with a total scale of 3 billion RMB, focusing on artificial intelligence and emerging industries [3] - The "Guoxin Venture Capital Fund" with a registered scale of 100 billion RMB was launched in Yuhuangshan South Fund Town, targeting central enterprises and future industries [4] - Prologis received a 1.5 billion USD investment from the Abu Dhabi Investment Authority to support its growth in new economic sectors [5] - Fengnian Capital's high-end manufacturing fund completed its first close at 1 billion RMB, with an expected final scale of 2.5 billion RMB [6][7] - A new fund established by Tencent and Sunshine Insurance raised approximately 224.3 billion RMB [8] - Wuliangye launched a 1 billion RMB fund for digital economy development [9] - Three investment entities in Hangzhou Fuyang District collectively raised 300 billion RMB [10] - Fuchuang Investment signed a cooperation agreement with Sichuan's achievement transformation fund for a 50 billion RMB sub-fund [11][12] - The first market-oriented science and technology fund in Foshan was established with an initial amount of 4 million RMB [13] - A 10 billion RMB fund was launched at the Beijing Oral Medical Device Innovation Conference [14] - Ningbo's Gongtou Ruijing fund was established with a scale of 10 billion RMB [15][16] - The Changsha Xiangjiang Fund was launched with a total scale of 3 billion RMB, focusing on digital economy and AI [17][18] - The Dadong District government established a technology angel fund with a total scale of 1.6 billion RMB [19] - The Changjiang Gengzhi Fund completed registration with a total scale of 30 billion RMB [20][21] - Zhaoyan Pharmaceutical plans to invest in a 2 billion RMB seed fund in Shenzhen [22] - Lianhua Holdings established a 5 billion RMB industry fund focusing on value enhancement [23] Group 2: Industry Trends and Implications - The fundraising activities indicate a growing trend in private equity and venture capital investments, particularly in technology and emerging industries, reflecting a strategic focus on innovation and economic transformation [1][4][5] - The establishment of various funds across different regions suggests a regional diversification of investment strategies, with local governments and enterprises increasingly participating in venture capital [10][11][12] - The collaboration between public and private sectors, as seen in the partnerships for fund establishment, highlights the importance of government support in fostering innovation and economic development [11][12][19]

Market Overview - The seasoning and fermentation sector increased by 0.28% on September 5, with ST Jiajia leading the gains [1] - The Shanghai Composite Index closed at 3812.51, up 1.24%, while the Shenzhen Component Index closed at 12590.56, up 3.89% [1] Stock Performance - ST Jiajia (002650) closed at 6.50, up 1.72% with a trading volume of 42,200 shares and a transaction value of 27.26 million yuan [1] - Lianhua Holdings (600186) closed at 6.14, up 1.32% with a trading volume of 556,600 shares and a transaction value of 338 million yuan [1] - Zhu Laoliu (831726) closed at 22.35, up 1.22% with a trading volume of 62,800 shares and a transaction value of 137 million yuan [1] - Tianwei Food (603317) closed at 12.01, up 1.09% with a trading volume of 64,000 shares and a transaction value of 76.35 million yuan [1] - Anzhi Yeast (600298) closed at 39.97, up 1.06% with a trading volume of 117,300 shares and a transaction value of 469 million yuan [1] Capital Flow - The seasoning and fermentation sector saw a net inflow of 24.55 million yuan from institutional investors, while retail investors experienced a net outflow of 25.93 million yuan [2] - The main stocks in the sector showed varied capital flows, with Hai Tian Wei Ye (603288) experiencing a significant net outflow of 49.99 million yuan from institutional investors [3] - Lianhua Holdings (600186) had a net inflow of 12.87 million yuan from institutional investors, while retail investors saw a net inflow of 16.89 million yuan [3]