（一）培训时间 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 2025年度持续督导培训情况的报告 华兴证券有限公司（以下简称"华兴证券"或"保荐机构"）作为福建万辰 生物科技集团股份有限公司（以下简称"万辰集团"或"公司"）向特定对象发 行股票并在创业板上市的持续督导保荐机构，根据《证券发行上市保荐业务管理 办法》《深圳证券交易所上市公司自律监管指引第13号——保荐业务》等有关规 定，对万辰集团董事、高级管理人员及实际控制人等相关人员进行了持续督导培 训，现将本次培训情况汇报如下： 一、主要培训工作 本次培训的时间为2025年11月14日。 （二）培训对象 本次培训的对象为万辰集团董事、高级管理人员及实际控制人等相关人员。 1 （本页无正文，为《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 2025 年度持续督导培训情况的报告》之签章页） 保荐代表人： （三）本次培训的主要内容与方式 华兴证券向本次培训的对象提供了培训材料，本次培训主要介绍上市公司治 理准则修订情况、内幕信息管理等相关内容，并结合上市公司违规案例进行学习。 2025年11月14日，华兴证券万辰集团项目组对公司的相关人员就培训 ...

证券代码：300972 证券简称：万辰集团 公告编号：2025-122 截至本公告披露日，上述股东及其一致行动人所持质押股份情况如下： | | | | | | | | 已质押股份情况 | 未质押股份情况 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 股东名称 | 持股数量 （股） | 持股比 例 | 累计质押 股份数量 （股） | 占其所 持股份 比例 | 占公司 总股本 比例 | 已质押股 份限售和 冻结、标记 | 占已质押 股份比例 | 未质押股 份限售和 冻结数量 | 占未质 押股份 比例 | | 福建含羞草农业 | | | | | | 数量（股） | | （股） | | | 开发有限公司 | 32,759,200 | 17.34% | 0 | 0.00% | 0.00% | 0 | 0.00% | 0 | 0.00% | | 漳州金万辰投资 有限公司 | 23,084,679 | 12.22% | 0 | 0.00% | 0.00% | 0 | 0.00% | 0 | 0.00% | | 王泽宁 | 25,619 ...

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 2025 年度持续督导定期现场检查报告 | 保荐人名称：华兴证券有限公司 被保荐公司简称：万辰集团 | | --- | | 保荐代表人姓名：沈颖 联系电话：021-60156666 | | 保荐代表人姓名：官玉霞 联系电话：021-60156666 | | 现场检查人员姓名：沈颖、官玉霞 | | 现场检查对应期间：2025 年度 | | 现场检查时间：2025 年 月 日-2025 年 月 日 11 5 11 7 | | 一、现场检查事项 现场检查意见 | | （一）公司治理 是 否 不适用 | | 现场检查手段：（1）查阅公司章程及其他相关治理制度；（2）查阅公司三会召开通知、 | | 会议记录、会议决议等文件；（3）访谈公司董事会秘书，了解三会运行、独立性及同业竞 | | 争等情况。 | | 1.公司章程和公司治理制度是否完备、合规 √ | | 2.公司章程和股东会、董事会规则是否得到有效执行 √ | | 3. 股东会、董事会会议记录是否完整，时间、地点、出 | | 席人员及会议内容等要件是否齐备，会议资料是否保存 √ | | 完整 | | 股东会、 ...

Market Overview - The leisure food sector experienced a decline of 1.9% on November 18, with Wancheng Group leading the drop [1] - The Shanghai Composite Index closed at 3939.81, down 0.81%, while the Shenzhen Component Index closed at 13080.49, down 0.92% [1] Individual Stock Performance - Wancheng Group (300972) closed at 174.91, down 3.24% with a trading volume of 13,800 [1] - Lihai Food (300973) closed at 41.91, down 3.19% with a trading volume of 29,500 [1] - Yanjinpuzi (002847) closed at 74.60, down 2.89% with a trading volume of 27,500 [1] - Maiqu'er (002719) closed at 10.05, down 2.62% with a trading volume of 82,600 [1] - Ximai Food (002956) closed at 25.20, down 2.36% with a trading volume of 44,000 [1] - Nanjiao Food (605339) closed at 19.11, down 2.25% with a trading volume of 86,000 [1] - Huangshanghuang (002695) closed at 12.51, down 2.04% with a trading volume of 50,500 [1] - ST Juewei (603517) closed at 13.96, down 1.76% with a trading volume of 85,000 [1] - Guifaxiang (002820) closed at 13.85, down 1.63% with a trading volume of 113,400 [1] - Hezhima (000716) closed at 6.47, down 1.52% with a trading volume of 201,600 [1] Capital Flow Analysis - The leisure food sector saw a net outflow of 222 million yuan from main funds, while retail investors had a net inflow of 254 million yuan [1] - The table of capital flow indicates varying levels of net inflow and outflow among individual stocks, with notable movements in stocks like Huangshanghuang and Guifaxiang [2]

Core Viewpoint - The leisure food sector experienced a rise of 0.79% on November 17, with Nanqiao Food leading the gains, while the overall market indices showed a decline [1] Group 1: Market Performance - The Shanghai Composite Index closed at 3972.03, down 0.46% [1] - The Shenzhen Component Index closed at 13202.0, down 0.11% [1] Group 2: Individual Stock Performance - Nanqiao Food (605339) closed at 19.55, up 4.38% with a trading volume of 143,200 shares and a turnover of 277 million yuan [1] - Ximai Food (002956) closed at 25.81, up 3.41% with a trading volume of 57,900 shares and a turnover of 146 million yuan [1] - Wancheng Group (300972) closed at 180.77, up 1.58% with a trading volume of 14,400 shares and a turnover of 259 million yuan [1] - ST Juewei (603517) closed at 14.21, up 1.57% with a trading volume of 96,700 shares and a turnover of 137 million yuan [1] - Yuanzu Co. (603886) closed at 13.28, up 1.30% with a trading volume of 105,300 shares and a turnover of 141 million yuan [1] Group 3: Capital Flow Analysis - The leisure food sector saw a net outflow of 140 million yuan from institutional investors, while retail investors had a net inflow of 197 million yuan [2] - The main stocks with significant capital flow include ST Juewei with a net inflow of 19.94 million yuan from institutional investors [3] - Other notable stocks include Ximai Food with a net outflow of 2.98 million yuan from institutional investors and a net inflow of 7.07 million yuan from retail investors [3]

Investment Rating - The industry investment rating is maintained at "Outperform" [2] Core Insights - The overall sales performance of the industry is stable and improving, with a focus on cost-effectiveness and health trends [7] - Consumer purchasing decisions are increasingly driven by product quality and taste, with health and nutritional components also gaining importance [18][49] - The industry faces challenges such as declining consumer loyalty and intense competition, but there are optimistic growth prospects in specific segments [26][56] Summary by Sections 1. General Overview - The survey conducted from October 15 to 17, 2025, collected 124 valid responses, indicating a cautious optimism in sales performance, with 14.52% of respondents reporting "very hot, historical highs" and 29.03% noting "good growth" [4][9] - The majority of respondents believe that consumer spending has not fully recovered to pre-pandemic levels, suggesting significant room for improvement [4] 2. Snack Foods/Baking - Snack foods are highly regarded, with competition focusing on channel strength and product quality [10] - The most critical innovation directions are extreme flavor and health-conscious products, reflecting a dual trend towards taste and health [18] - The most promising sales channels include interest/content e-commerce and instant retail, which are expected to drive growth in the next 1-2 years [26] 3. Dairy Products - The dairy sector is perceived to have stable fundamentals, with yogurt and high-end milk products identified as key growth areas [29] - The growth drivers for milk products include high-quality raw materials and precise nutritional targeting, moving away from basic consumption needs [29] - The overall sentiment towards sales in the dairy sector is optimistic, with many respondents reporting growth or historical highs [29] 4. Condiments/Culinary Ingredients - The condiment industry is under pressure, with a focus on cost-effectiveness and channel changes [37] - The primary innovation direction is cost-effectiveness, with consumer purchasing decisions heavily influenced by price and promotions [49] - Instant retail is viewed as the most promising growth channel, reflecting a shift in consumer purchasing behavior [49] 5. Ready-to-Eat Meals - The ready-to-eat meal segment is transitioning from "wild expansion" to "value cultivation," with a focus on health and quality [60] - The most significant product innovation direction is cost-effectiveness, with consumers willing to pay for better taste and quality [64] - Interest/content e-commerce is seen as the most promising growth channel, indicating a shift in sales logic from passive search to active recommendation [64] 6. Health Products - The health product sector is entering a refined era, with a strong emphasis on health and transparency in ingredients [65] - The most important innovation direction is health-conscious products, with cost-effectiveness also gaining attention [65] - Interest/content e-commerce and instant retail are identified as the most promising channels for growth, reflecting changing consumer preferences [65]

Core Viewpoint - Dali Food Group has announced the succession of Xu Yangyang, daughter of founder Xu Shihui, as the new president of the company, marking a significant transition in leadership for the food giant [1]. Group 1: Leadership Transition - Xu Yangyang, born in 1983, has been groomed for leadership since childhood, joining the family business in 2008 after completing her studies abroad [4][6]. - She started from grassroots positions, gaining experience in various roles including production management and brand operations, before becoming a board member in 2014 [4][6]. - Under her leadership, Dali Food successfully went public in Hong Kong in 2015, significantly increasing her wealth and establishing her as a prominent figure in the industry [5][12]. Group 2: Company Growth and Strategy - Dali Food began with a second-hand biscuit production line in 1989 and has grown to become a leading brand in the snack food industry, with a peak market value exceeding 100 billion [7][10]. - The company has launched successful products like "Dali Garden" and "Kebike," leveraging low-price strategies and effective advertising to dominate the market [8]. - Xu Yangyang has initiated a new phase of innovation with the launch of the "Douben Dou" soy milk brand, aiming to position the company as a leader in health and nutrition [6][8]. Group 3: Industry Context - The transition of leadership among second-generation entrepreneurs in Fujian is part of a broader trend, with many companies seeing young leaders take over from their parents [2][13]. - This generational shift is characterized by a close-knit community of Fujian entrepreneurs, who often collaborate despite being in competitive industries [15][16]. - The recent succession events among various Fujian companies highlight a significant moment in the region's business landscape, marking the end of one era and the beginning of another [17].

Investment Rating - The report maintains an "Accumulate" rating for the food and beverage industry, indicating a positive outlook for investment opportunities in this sector [5]. Core Insights - The food and beverage industry is experiencing a transformation driven by health-conscious consumer trends, product innovation, and channel expansion, with companies actively enhancing their product offerings and exploring overseas markets [1][9]. - In the liquor segment, the supply side is undergoing continuous changes to seek growth, while the demand side is gradually recovering, highlighting the absolute investment value in the industry [2][3]. - The beverage sector is focusing on product innovation and network expansion to uncover growth potential, with a strong emphasis on health upgrades and premiumization [4][7]. Summary by Relevant Sections Liquor Industry - **Water Well**: The company is optimizing its product matrix and plans to launch a new high-end product in 2025, focusing on brand collaboration and expanding its terminal network [2]. - **Jiu Gui Jiu**: The brand is implementing a strategic focus on brand depth and product line simplification, with expectations for improved sales performance [3]. - **She De Jiu Ye**: The company is maintaining its core strategy while expanding its product offerings, particularly in e-commerce, to drive growth [3]. Beverage Industry - **Kang Shi Fu**: The company is committed to innovation and quality, focusing on expanding its product range to meet diverse consumer needs [4]. - **Unified Enterprises**: The company is experiencing stable performance with a focus on product innovation and market expansion, particularly in the instant noodle and beverage segments [7]. - **Hua Run Beverage**: Short-term performance is under pressure due to competition, but long-term growth prospects remain strong due to the essential nature of its products [7]. Health and Wellness Trends - **Anqi Yeast**: The company is targeting over 10% revenue growth, with a focus on expanding its overseas market presence and maintaining cost advantages [9]. - **Xian Le Health**: The company is advancing its global strategy and product innovation to capture new consumer trends, with a focus on high-margin products [9]. - **Jian Yi Health**: The company is enhancing its probiotic offerings and expanding its product lines to meet evolving consumer demands [10]. Overall Market Trends - The food and beverage industry is witnessing a shift towards healthier products and innovative marketing strategies, with companies adapting to changing consumer preferences and exploring new growth avenues [1][4].

Core Viewpoint - The article discusses the succession of Xu Yangyang as the new president of Dali Food Group, highlighting the transition of leadership within the company and the broader trend of second-generation entrepreneurs taking over family businesses in Fujian province [3][4][14]. Group 1: Succession of Leadership - Xu Yangyang, daughter of founder Xu Shihui, officially takes over as president of Dali Food Group, marking a significant leadership transition [3][4]. - Xu Yangyang has been groomed for this role since childhood, starting her career in the company from the grassroots level after returning from studying abroad in 2008 [6][7]. - Under her leadership, Dali Food successfully went public on the Hong Kong Stock Exchange in 2015, significantly increasing her wealth and establishing her as a prominent figure in the business community [6][10]. Group 2: Company Growth and Innovation - Dali Food Group began with a second-hand biscuit production line in 1989 and has grown to become a household name, reaching a market value exceeding 100 billion [4][10]. - The introduction of the "Dou Ben Dou" brand of soy milk in 2017 under Xu Yangyang's leadership marked a shift towards innovation, positioning the company as a leader in the health and nutrition sector [6][7]. - Dali Food has expanded its operations internationally, establishing production bases in Indonesia, Thailand, Vietnam, and Saudi Arabia as part of its global strategy [7][14]. Group 3: Broader Trends in Fujian Entrepreneurship - The article notes a trend of second-generation entrepreneurs in Fujian taking over family businesses, with several prominent companies undergoing leadership transitions [14][16]. - This generational shift is characterized by a close-knit community of Fujian entrepreneurs who often collaborate and support each other, despite being in competitive industries [16]. - The article highlights the importance of training and preparation for the next generation, with local governments previously funding programs to equip young entrepreneurs with necessary skills [16].

（文章来源：证券日报） 证券日报网讯 11月14日晚间，万辰集团发布公告称，公司于2025年11月14日召开第四届董事会第四十 次会议审议了《关于为公司及董事、高级管理人员购买责任保险的议案》。 ...