莲花控股股份有限公司 2025 年第三次临时股东大会 会议资料 二〇二五年九月十六日 莲花控股股份有限公司 2025 年第三次临时股东大会会议资料 莲花控股股份有限公司 2025 年第三次临时股东大会会议议程 一、 召开会议的基本情况 (一) 股东大会类型和届次 2025 年第三次临时股东大会 (二) 股东大会召集人：董事会 (三) 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票 相结合的方式 至2025 年 9 月 16 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为 股东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00； 通过互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 (四) 现场会议召开的日期、时间和地点 召开的日期时间：2025 年 9 月 16 日 15 点 00 分 召开地点：河南省项城市颍河路 18 号公司会议室 (五) 网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 9 月 16 日 (六) 融资融券、转融通、约定购 ...

Market Overview - The seasoning and fermentation sector experienced a decline of 0.89% on September 2, with Lianhua Holdings leading the drop [1] - The Shanghai Composite Index closed at 3858.13, down 0.45%, while the Shenzhen Component Index closed at 12553.84, down 2.14% [1] Individual Stock Performance - Jialong Co. (002495) closed at 2.75, up 1.48% with a trading volume of 349,100 shares and a turnover of approximately 94.99 million yuan [1] - Hengshun Vinegar (600305) remained unchanged at 8.34 with a trading volume of 169,300 shares and a turnover of approximately 141 million yuan [1] - Zhongju Gaoxin (600872) closed at 19.12, down 0.42% with a trading volume of 151,600 shares and a turnover of approximately 290 million yuan [1] - Other notable declines include Tianwei Food (603317) down 0.91% and Fuling Mustard (002507) down 0.97% [1] Capital Flow Analysis - The seasoning and fermentation sector saw a net outflow of 272 million yuan from institutional investors, while retail investors had a net inflow of 297 million yuan [2] - The capital flow for individual stocks indicates significant outflows for Lianhua Holdings (-5.51 million yuan) and Hengshun Vinegar (-13.41 million yuan), while retail investors showed positive inflows for several stocks including Tianwei Food and Fuling Mustard [3]

Market Overview - The seasoning and fermentation sector experienced a slight decline of 0.14% on September 1, with ST Jia Jia leading the drop [1] - The Shanghai Composite Index closed at 3875.53, up 0.46%, while the Shenzhen Component Index closed at 12828.95, up 1.05% [1] Stock Performance - Notable gainers in the seasoning and fermentation sector included: - Lianhua Holdings (600186) with a closing price of 6.55, up 4.80% [1] - Anji Food (603696) with a closing price of 13.40, up 2.37% [1] - Shengjing Food (300908) with a closing price of 32.26, up 1.86% [1] - Conversely, ST Jia Jia (002650) saw a significant decline of 4.96%, closing at 6.52 [2] Trading Volume and Capital Flow - The total trading volume for the seasoning and fermentation sector showed a net outflow of 455.27 million yuan from institutional investors, while retail investors experienced a net outflow of 5194.13 million yuan [2] - Notable capital inflows from speculative funds amounted to 5649.4 million yuan [2] Individual Stock Capital Flow - Lianhua Holdings (600186) had a net inflow of 73.80 million yuan from institutional investors, while retail investors saw a net outflow of 54.49 million yuan [3] - Anji Yeast (600298) reported a net inflow of 40.97 million yuan from institutional investors, with retail investors experiencing a net outflow of 30.89 million yuan [3] - Hai Tian Flavor (603288) had a net outflow of 6.06 million yuan from institutional investors, while speculative funds saw a slight inflow of 534.59 million yuan [3]

Group 1 - The Shanghai Composite Index closed at 3872.93 points, above the six-month moving average, with a gain of 0.39% [1] - The total trading volume of A-shares reached 228.56 billion yuan [1] - A total of 76 A-shares have surpassed the six-month moving average today, with notable stocks including Sanjiang Shopping, Jinyun Laser, and Kexin Machinery, showing divergence rates of 7.87%, 5.15%, and 5.13% respectively [1] Group 2 - The stocks with the highest divergence rates from the six-month moving average include: - Sanjiang Shopping: 10.03% increase, 4.63% turnover rate, latest price 11.96 yuan, divergence rate 7.87% [1] - Jinyun Laser: 6.03% increase, 6.89% turnover rate, latest price 17.76 yuan, divergence rate 5.15% [1] - Kexin Machinery: 5.96% increase, 12.01% turnover rate, latest price 13.51 yuan, divergence rate 5.13% [1] - Other notable stocks with smaller divergence rates include: - Sanbian Technology, Shanghai Ailu, and George White, which have just crossed the six-month moving average [1]

Group 1 - The growth style has been leading the market since June 2025, with the food and beverage sector showing a widening gap compared to the overall market represented by the Wind All A index, indicating a high probability of a catch-up rally for the food and beverage sector [1] - The ETF linked to food and beverage has seen accelerated accumulation, with data showing strong bottom-fishing intentions from some funds through ETFs. The food and beverage ETF (515170) ranks first in scale and has good liquidity, having received over 300 million in subscriptions in the past five days [1] - On September 1, the food and beverage ETF (515170) experienced fluctuations, with leading stocks such as Lianhua Holdings (600186), Jiu Gui Jiu (000799), Xin Nuo Wei (300765), and Jin Da Wei (002626) showing strong performance. Lianhua Holdings reported a revenue of 1.621 billion yuan for H1, a year-on-year increase of 32.68%, and a net profit attributable to shareholders of 161 million yuan, up 60.01% year-on-year [1]

Core Insights - The company reported a revenue of 1.621 billion yuan for the first half of 2025, representing a year-on-year growth of 32.68% and a net profit attributable to shareholders of 161 million yuan, up 60.01% year-on-year [1] - In Q2 2025, the company achieved a revenue of 827 million yuan, with a year-on-year increase of 28.13%, and a net profit of 60 million yuan, reflecting a growth of 16.92% year-on-year [1] Revenue Breakdown - By product in Q2 2025, revenue from various segments was as follows: - Amino acid seasonings (5.34 million yuan, +9.81%) - Compound seasonings (1.10 million yuan, +46.54%) - Computing services (0.26 million yuan, +88.30%) - Flour and flour products (0.25 million yuan, -14.08%) - Organic fertilizers and water-soluble fertilizers (0.11 million yuan, +9.96%) - Water company products (0.14 million yuan, +8.77%) - Soy sauce and other liquid seasonings (0.44 million yuan, +2269.90%) - Others (0.58 million yuan, +269.58%) [2] - By channel in Q2 2025, online and offline revenues were 1.09 billion yuan (+204.03%) and 7.12 billion yuan (+16.99%), respectively [2] - By region in Q2 2025, revenues were as follows: - North China (0.84 billion yuan, +38.19%) - East China (1.08 billion yuan, +7.67%) - South China (0.98 billion yuan, -1.19%) - West China (0.99 billion yuan, +5.07%) - Central China (2.86 billion yuan, +39.51%) - Overseas (1.45 billion yuan, +72.84%) [2] - As of the end of Q2 2025, the number of distributors in various regions increased as follows: - North China (433, +4) - East China (553, +31) - South China (484, +12) - West China (471, +16) - Central China (850, +28) - Overseas (244, +5) [2] Profitability Metrics - In Q2 2025, the company's gross margin was 25.81%, an increase of 3.56 percentage points year-on-year. The sales expense ratio, management expense ratio, R&D expense ratio, and financial expense ratio were 9.21% (+4.33), 3.31% (-0.48), 1.20% (-0.10), and 0.60% (+0.30) respectively. The net profit margin decreased by 1.27 percentage points to 6.76% [3] Profit Forecast and Investment Rating - The company adjusted its net profit forecast for 2025-2027 to 265 million yuan, 340 million yuan, and 422 million yuan, reflecting year-on-year growth rates of 30.67%, 28.29%, and 24.31%, respectively. The corresponding price-to-earnings ratios are 43.51x, 33.92x, and 27.28x. The investment rating is maintained at "Buy" [3]

Financial Performance - Company reported total revenue of 1.621 billion yuan for the first half of 2025, a year-on-year increase of 32.68% [1] - Net profit attributable to shareholders reached 161 million yuan, up 60.01% year-on-year [1] - In Q2 2025, total revenue was 827 million yuan, reflecting a 28.13% increase year-on-year, with net profit of 60.34 million yuan, a 16.92% rise [1] - Gross margin improved to 28.19%, up 20.93% year-on-year, while net margin increased to 10.06%, up 19.95% year-on-year [1] - Total expenses (selling, administrative, and financial) amounted to 198 million yuan, accounting for 12.23% of revenue, a 21.75% increase year-on-year [1] - Earnings per share rose to 0.1 yuan, a 76.61% increase year-on-year [1] Business Model and Strategy - Company relies heavily on capital expenditure for performance, necessitating careful evaluation of capital projects [2] - The company has a diversified product range in health-oriented condiments and beverages, including various sauces and natural mineral water [3][4] - The company aims to enhance its brand value and market presence through strategic partnerships and government resource engagement [5] Market Development - The company is focusing on expanding its product offerings in the beverage sector, with plans to launch new electrolyte drinks and 100% fruit and vegetable juices [4] - The company is actively pursuing market opportunities in the intelligent computing sector, targeting industries such as finance, healthcare, and education [6] Technological Advancements - The company is developing a new intelligent computing management platform to enhance resource allocation and efficiency [8] - The launch of the DeepSeek intelligent machine integrates high-performance hardware with advanced AI models, improving processing speed significantly [9]

Core Viewpoint - The legal opinion letter issued by King & Wood Mallesons confirms that Lianhua Holdings Co., Ltd. has met the necessary conditions for the first exercise period of stock options and the first lifting of restrictions on granted restricted stocks under its 2023 stock option and restricted stock incentive plan [1][17]. Group 1: Approval and Authorization - The shareholders' meeting authorized the board of directors to handle matters related to the stock incentive plan, including the review and confirmation of the exercise or lifting of restrictions for incentive objects [5][6]. - The necessary approvals and authorizations for the exercise and lifting of restrictions have been obtained, complying with relevant regulations [6][17]. Group 2: Conditions for Exercise and Lifting of Restrictions - The first exercise period for stock options is set to be from 12 months after the grant date until 24 months after the grant date, while the first lifting of restrictions for restricted stocks follows a similar timeline based on the completion of registration [6][7]. - Conditions for exercising stock options include the absence of negative audit opinions on financial reports and compliance with profit distribution regulations [9][12]. - Performance assessment targets for the incentive plan require a minimum revenue growth rate of 30% for 2024 and 45% for 2025, or a minimum profit growth rate of 60% for 2024 and 90% for 2025, based on 2022 figures [9][10][11]. Group 3: Performance Assessment - The performance assessment for individual incentive objects is based on a scoring system, where a score of 60 or above allows for full exercise or lifting of restrictions [10][11]. - The company has confirmed that all 19 incentive objects have achieved scores greater than 60, allowing for full exercise and lifting of restrictions [17]. Group 4: Compliance and Legal Responsibility - King & Wood Mallesons has conducted thorough verification and confirmed that the facts and legal issues related to the exercise and lifting of restrictions are accurate and complete [5][14]. - The law firm assumes legal responsibility for the opinions expressed in the legal opinion letter, which is to be used solely for the purpose of the exercise and lifting of restrictions [5][18].

Core Viewpoint - The announcement details the achievement of the first exercise conditions for stock options and the first release conditions for restricted stocks under the 2023 stock option and restricted stock incentive plan of Lianhua Holdings, indicating that the company is moving forward with its incentive program [1][2][21]. Group 1: Incentive Plan Details - The incentive plan has met the exercise conditions for stock options and the release conditions for restricted stocks, with 19 eligible participants for both [1][21]. - A total of 620,350 stock options and 620,350 restricted stocks are set to be exercised and released, respectively [1][21]. - The company will proceed with the necessary procedures for exercising stock options and releasing restricted stocks after obtaining approvals from relevant institutions [2][21]. Group 2: Approval and Governance - The board of directors and the supervisory board have approved the relevant proposals regarding the incentive plan, emphasizing its benefits for corporate governance and employee motivation [2][3]. - Independent directors have expressed that the implementation of the incentive plan will enhance the company's governance structure and will not harm the interests of the company and its shareholders [2][3]. Group 3: Performance Conditions - The performance assessment for the incentive plan requires the company to achieve specific revenue and profit growth targets over the assessment periods [13][17]. - For the first exercise period, the company must achieve a revenue growth rate of at least 30% or a profit growth rate of at least 60% based on 2022 figures for the year 2024 [13][17]. - The performance conditions are linked to both company-level and individual-level assessments, with specific criteria for eligibility to exercise options and release stocks [14][19]. Group 4: Legal and Compliance - The company has obtained necessary approvals and authorizations for the exercise and release of stocks, ensuring compliance with relevant regulations [21][22]. - Legal opinions confirm that the actions taken are in accordance with the management regulations and the incentive plan [21][22].

莲花控股股份有限公司 董事会薪酬与考核委员会关于 2023 年股票期权与限 制性股票激励计划预留授予部分第一个行权期行权 条件成就及第一个解除限售期解除限售条件成就的 莲花控股股份有限公司董事会薪酬与考核委员会 实施股权激励计划的情形，公司具备实施股权激励计划的主体资格，符合《激励 计划》中预留授予部分股票期权/限制性股票第一个行权期/解除限售期行权/解除 限售条件的要求，未发生《激励计划》中规定的不得行权/解除限售的情形。 法规和规范性文件规定的激励对象条件，符合《激励计划》中规定的激励对象范 围，其作为本激励计划激励对象的主体资格合法、有效，激励对象获授的预留部 分期权/限制性股票的行权/解除限售条件已经成就。 法》和《激励计划》的规定，结合中兴财光华审会字（2025）第215027号《莲花 控股股份有限公司审计报告》认定，以2022年度现有主营业务的营业收入为基数， 现有主营业务的营业利润为基数，2024年度现有主营业务的营业利润增长率为 行权、预留授予部分限制性股票第一个解除限售期解除限售条件成就的公司业绩 考核要求，满足本次行权和本次解除限售条件，公司层面解除限售比例为100%。 和《激励计划》的规 ...