北京市金杜（深圳）律师事务所 关于千禾味业食品股份有限公司 法律意见书 致：千禾味业食品股份有限公司 北京市金杜（深圳）律师事务所（以下简称本所）受千禾味业食品股份有限 公司（以下简称千禾味业或公司）委托，担任公司本次实施 2022 年限制性股票 激励计划（以下简称本计划、本激励计划或本次激励计划）的专项法律顾问。本 所根据《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》）、《上市公司股权激励管理办法（2018 修正）》 及《上市公司股权激励管理办法（2025 修正）》1（以下合称《管理办法》）等 法律、行政法规、部门规章及其他规范性文件（以下简称法律法规）、《千禾味 业食品股份有限公司 2022 年限制性股票激励计划（草案）》（以下简称《激励 计划（草案）》）、《千禾味业食品股份有限公司 2022 年限制性股票激励计划 （草案修订稿）》（以下简称《激励计划（草案修订稿）》）、《千禾味业食品 股份有限公司 2022 年限制性股票激励计划实施考核管理办法（草案修订稿）》 （以下简称《考核管理办法（草案修订稿）》）、《千禾味业食品股份有限公司 章程》（以下简称《公司章 ...

Group 1: Hong Kong IPO Market Overview - In the first half of 2025, Hong Kong's IPO market showed strong performance with 44 IPOs completed, an increase of 14 from the same period last year, raising over 105 billion HKD [2] - June 2025 marked a peak in IPO activity with 15 companies listed, reflecting a market trend towards "hard technology + new consumption" [3] - The total net fundraising from the 15 companies in June was approximately 73.87 billion HKD, with significant contributions from Sanhua Intelligent (24.74 billion HKD) and Haitian Flavoring (20.07 billion HKD) [4] Group 2: Companies Listed in June - Notable companies that went public in June include MetaLight Inc. (data intelligence), Haitian Flavoring (seasoning), and Cloud Travel (transportation platform), with share prices ranging from 2.86 HKD to 205 HKD [4] - The IPOs were characterized by a concentration of fundraising among leading companies, indicating a trend where consumer and technology manufacturing sectors drive the market [4] Group 3: Upcoming and Recent Listings - From June 23 to June 29, three companies passed the listing hearing, including Weili Zhibo (biopharmaceuticals), Dazhong Dental (dental services), and Shougang Langze (carbon technology) [5][6] - In June, 77 companies submitted applications to list on the Hong Kong main board, covering sectors such as biomedicine, semiconductors, and smart vehicles, indicating a robust interest in capital markets [7] Group 4: US IPO Market Overview - By June 2025, 45 Chinese companies completed listings in the US, with a notable focus on Nasdaq as the primary listing venue [10] - In June, six Chinese companies listed in the US, with four using traditional IPO methods and two utilizing SPACs, showcasing a diverse range of industries including biotechnology and consumer services [11][12] Group 5: Fundraising Trends - The fundraising landscape for Chinese companies in the US showed a split between SPAC-driven headliners and traditional IPOs, with many projects reflecting cautious market sentiment regarding valuations and risks [15] - The overall trend indicates an improvement in quality and structure of listings, with healthcare, technology, and consumer sectors being the focal points for capital investment [18]

Summary of Key Points from the Conference Call Industry Overview: Baijiu Market - The baijiu market is currently in a low season, with sales accounting for less than 5% of the annual total, primarily driven by events like graduation banquets [1][3] - There is a slight increase in demand for liquor priced below 300 yuan, with expectations for improved sales in the second half of the year, particularly around the Mid-Autumn Festival and National Day [1][4] - Inventory pressure is evident, but it is expected to ease after October, reducing the risk of stockpiling or unsold goods before the 2026 Spring Festival [1][5] Company Performance: Moutai and Other Leading Brands - Moutai maintains profitability for distributors through a tiered pricing strategy, with wholesale prices for its flagship products ranging from 1,900 to 2,000 yuan, and actual prices exceeding 2,000 yuan [1][6][7] - The overall performance expectation for the baijiu market in Q2 is low, with many companies struggling to sustain growth; however, leading brands like Moutai are still expected to show growth [1][8] - Current valuations for baijiu companies are between 13 to 16 times earnings, which is considered normal; valuations could rise to 15 to 20 times if external risks are mitigated [1][9] Market Dynamics and Future Expectations - The baijiu market is expected to see improved sales in the second half of the year, with a potential recovery in gifting demand during the festive season [1][4] - The overall sentiment in the market is improving, with cash flow pressures on distributors easing, which may lead to better sales performance [1][10] Other Notable Insights - The beer sector is performing well, with Yanjing Beer and Zhujiang Beer reporting net profit growth of 25% to 35% and 15% to 25%, respectively [3][11] - The seasoning industry is stabilizing, with companies like Haitian Flavor Industry expected to achieve mid-single-digit revenue growth and double-digit profit growth [3][24] - The snack food sector is also showing strong growth, with companies like Yanjin and Weilong performing well despite some cost pressures [3][15] Conclusion - The baijiu market is currently facing challenges due to seasonal factors but is expected to recover in the latter half of the year, particularly if gifting demand returns to normal levels. Leading brands like Moutai are positioned to maintain profitability through strategic pricing and product offerings. The overall sentiment in the food and beverage industry remains cautiously optimistic, with several sectors, including beer and snacks, showing robust performance.

Group 1: Core Views - The report suggests that the food and beverage industry is expected to see a valuation recovery as market sentiment improves, with a focus on low-priced leading companies in the liquor sector and structural opportunities in the food sector [2][7][10]. Group 2: Liquor Sector - The liquor sector is experiencing a phase of demand decline due to seasonal factors and regulatory impacts, leading to pressure on high-end liquor prices, while mass consumption remains stable [7][13]. - Major companies like Moutai are expected to maintain their performance due to strong brand positioning, while others are entering an adjustment phase, with varying adjustment speeds among companies [7][14]. - Q2 performance forecasts for major liquor companies indicate a range of revenue and profit changes, with Moutai expected to see a 9% increase in both revenue and profit [14][15][16]. Group 3: Food Sector - The food sector shows signs of recovery, with segments like beverages, snacks, and pet food experiencing upward trends, while beer and restaurant supply chains face structural challenges [21][24]. - The beverage industry remains vibrant with new product launches and a clear trend towards reduced sugar options, while competition intensifies [24][30]. - Dairy products are seeing mixed performance, with some segments like low-temperature dairy and cheese growing, while others face challenges [24][33]. Group 4: Investment Recommendations - The report recommends focusing on leading liquor companies with a safety margin for investment, as well as food companies that are expected to exceed mid-year performance expectations [10][28]. - Specific companies highlighted for potential investment include Nongfu Spring, Uni-President China, and Tianwei Foods, among others [10][28].

Core Viewpoint - The article highlights the significant contributions of nine prominent figures from Henan in various sectors of the food industry, showcasing their innovative spirit and resilience in building successful brands that have become integral to China's food landscape [4][37]. Group 1: Seasoning Industry - Wang Shouyi transformed a family seasoning recipe into a national brand, "Wang Shouyi Thirteen Spices," achieving annual sales of 5 billion with a registered capital of 80 million by 2003 [6][8]. - The brand emphasizes quality control, sourcing specific ingredients from designated regions, ensuring high standards [7][9]. Group 2: Instant Food Industry - Yao Zhongliang revitalized the struggling Bai Xiang brand, turning it into a leading player in the instant food market by recruiting skilled talent and aggressively marketing the product [10][12]. - Bai Xiang has become a significant competitor in the instant food sector, contributing to Henan's food industry reputation [13]. Group 3: Beverage Industry - Zhang Hongchao founded "Mixue Ice City," which quickly gained popularity for its affordable and delicious beverages, expanding through a strict franchise model [14][16]. - The brand has successfully entered international markets, with notable sales performance in its first overseas store [16]. Group 4: Alcohol Industry - Zhang Tieshan established Jin Xing Beer, focusing on quality and differentiation in a market dominated by foreign brands, achieving a 65% market share in Henan [20][21]. - The brand has expanded nationally and is recognized for its quality and competitive pricing [20]. Group 5: Snack Industry - Shi Jubin founded "Haoxiangni," leading the red date industry with innovative products and a focus on quality sourcing, achieving over 30% market share [22][24]. - The brand promotes red date culture and has successfully penetrated international markets [24]. Group 6: Candy Industry - Zhao Qisan launched Jin Si Hou candy, which became popular with its milk candy, achieving sales exceeding 2 billion in 2008 [25][27]. - The brand has expanded its operations and continues to innovate with new products [27]. Group 7: Frozen Food Industry - Chen Zemin founded Sanquan Foods, pioneering the frozen food category in China with innovative products like frozen dumplings and tangyuan [28][30]. - The company has grown to become a leader in the frozen food sector, significantly impacting the industry [31]. Group 8: Ice Cream Industry - Zhang Zhenqing established Tianbing, focusing on affordable and high-quality ice cream, gaining a substantial market share in the cold drink sector [32][34]. - The brand emphasizes product innovation and consumer accessibility [34]. Group 9: Meat Industry - Wan Long led Shuanghui through a significant transformation, achieving over 180 billion in annual revenue and a 25% market share in the meat industry [36]. - The company has expanded globally, becoming a major player in the meat processing sector [36].

Core Viewpoint - Lianhua Holdings has announced a significant increase in net profit for the first half of 2025, projecting a year-on-year growth of over 50%, yet has not issued any dividends despite strong performance [1][2]. Group 1: Financial Performance - For the first half of 2025, Lianhua Holdings expects a net profit between 160 million to 170 million yuan, representing a year-on-year increase of 58.67% to 68.59% [2]. - The company achieved a net profit of 130 million yuan in 2023, marking a year-on-year growth of 181.26%, and 203 million yuan in 2024, with a growth of 55.92% [2]. - The revenue for 2023 was 2.101 billion yuan, up 24.23%, and for 2024, it was 2.646 billion yuan, an increase of 25.98% [2]. Group 2: Product Development and Strategy - The high growth in 2025 is attributed to the successful development and sales of new products, with several new offerings like Matsutake Fresh and Premium Brewed Soy Sauce seeing revenue growth exceeding 100% [2]. - Lianhua Holdings underwent significant strategic changes post-restructuring in 2019, focusing on governance, credit repair, strategic restructuring, and product innovation [3]. - The company launched a "Brand Revival Strategy" in 2022, emphasizing youthfulness, digitalization, internationalization, and innovation [3]. Group 3: Stock Performance - Following its restructuring, Lianhua Holdings' stock price has seen substantial growth, with a peak increase of over six times from its lowest point in 2019 [4]. - The stock price reached a high of 8.24 yuan in 2023, with a dynamic price-to-earnings ratio exceeding 160 times [4]. - As of July 11, 2025, the closing price was 6.23 yuan, with a dynamic P/E ratio of 43.94 times [4]. Group 4: Dividend Policy - Lianhua Holdings has only issued cash dividends once since its listing in 1998, in 2001, and has not distributed dividends since its restructuring in 2019 [6][7]. - The company's retained earnings have remained negative since 2010, with a deficit of 1.32 billion yuan in 2010 and worsening to 1.176 billion yuan by 2024 [6][7]. - The company's dividend policy stipulates that dividends can only be distributed if there are positive retained earnings, making short-term dividends unlikely [7].

Group 1 - The 2025 Taste of Hunan and the 20th Hunan Cuisine Cultural Festival successfully concluded in Haikou, focusing on the theme "Healthy Hunan Cuisine, Crossing Mountains and Seas" [1] - The festival featured a series of events including the Hunan Cuisine Industry High-Quality Development Conference and a culinary exhibition, promoting industry exchange and cultural interaction [3] - The "Spicy Sister" brand showcased its diverse Hunan specialty products, receiving praise from leaders and industry peers at the festival [4] Group 2 - "Spicy Sister" was awarded the title of "Meritorious Brand for Hunan Cuisine in Hainan" and became a member of the "Hunan Products Entering Hainan" strategic cooperation alliance, signing procurement agreements [6] - During the "Hunan-Qiong Flavor: Vibrant Haikou" food night, "Spicy Sister" demonstrated the flexible application of its products in dishes, attracting many visitors to taste the unique Hunan flavors [9] - A representative from "Spicy Sister" delivered a speech titled "Hunan Spicy Origin, Together for Prosperity," analyzing the development of chili and the Hunan cuisine industry, emphasizing the brand's commitment to the prosperity of Hunan cuisine [11]

Group 1 - The management of Zhongju Gaoxin has undergone a complete renewal with the election of Li Ruxiong as the new chairman, indicating an optimization of the company's governance structure and a commitment to high-quality development and strategic transformation [1][3] - The new board composition includes a mix of state-owned shareholders and market-oriented executives, which is expected to enhance resource allocation efficiency and align with the strategic deployment of the central government [1][4] - Li Ruxiong brings over 30 years of experience in corporate management and capital operations, having held key positions in various companies, which is anticipated to inject new momentum into Zhongju Gaoxin during its strategic transformation [2][3] Group 2 - The adjustment of the board reflects Zhongju Gaoxin's determination to promote market-oriented reforms and improve governance efficiency, with the introduction of new directors from diverse backgrounds [4][5] - The company is currently facing intense competition in the seasoning industry, which has entered a phase of stock competition, leading to a significant reduction in the number of related enterprises [7] - Zhongju Gaoxin's revenue for 2024 reached 5.519 billion yuan, a year-on-year increase of 7.39%, with over 90% of this revenue coming from its seasoning business [7][8] Group 3 - The company plans to leverage consumer research and expert collaboration to improve existing products and explore new growth avenues through flexible partnerships, joint ventures, and acquisitions [8] - Future strategies include optimizing costs in production, procurement, and operations, as well as enhancing labor efficiency to drive profitability [8]

Group 1 - The management of Zhongju Gaoxin has undergone a complete renewal, with Li Ruxiong appointed as the new chairman after the board election [1] - The new board structure features a mix of professional managers and representatives from state-owned shareholders, enhancing the governance model [2] - The company aims to achieve a strategic goal of generating 10 billion yuan in revenue and 1.5 billion yuan in profit from its subsidiary Guangdong Meiwei Xian by 2026 [2] Group 2 - Li Ruxiong brings extensive experience in corporate management, capital operations, and finance, which may accelerate Zhongju Gaoxin's internationalization strategy [3] - The seasoning industry is facing intense competition, with a significant reduction in the number of related enterprises over the past five years [3] - Zhongju Gaoxin has identified three major trends in the industry: health-oriented, premiumization, and internationalization, with a focus on expanding its international market presence [3]

Core Viewpoint - Lianhua Holdings expects significant growth in net profit for the first half of 2025, driven by increased product sales and operational efficiency [1][2] Financial Performance - The company anticipates a net profit attributable to shareholders of between 160 million to 170 million yuan, representing a year-on-year increase of 58.67% to 68.59% [1] - The expected net profit after deducting non-recurring items is projected to be between 162 million to 172 million yuan, with a growth of 59.13% to 68.95% year-on-year [1] Business Strategy - Lianhua Holdings has implemented a "brand revival strategy" focusing on core business development and innovation in new products, models, and channels [1] - The company has successfully launched new health-oriented seasoning products, with significant sales growth in new retail business [2] Product Development - The company emphasizes a "green, natural, and low" product development philosophy, introducing products like Lianhua Matsutake Fresh and Lianhua Soy Sauce, with some new products seeing revenue growth exceeding 100% year-on-year [2] - New beverage products, including Lianhua 1983 Red Bean and Job's Tears Water, have gained popularity and maintained high sales growth rates [2] Technological Innovation - Lianhua Holdings has launched the Lianhua Zixing Intelligent All-in-One Machine, integrating DeepSeek-R1 model to create comprehensive domestic solutions for various sectors [2] - The company is expanding its revenue channels through the development of large model training and promotion services, targeting light asset operation markets [2] Market Positioning - Industry analysts note that Lianhua Holdings is adapting to market competition through self-reform and continuous innovation, which supports its performance growth [2]