电话 Tel: +86 10 6563 7181 传真 Fax: +86 10 6569 3838 电邮 Email: beijing@tongshang.com 网址 Web: www.tongshang.com 中国北京建国门外大街 1 号国贸写字楼 2 座 12 -15 层 100004 北京市通商律师事务所 关于安琪酵母股份有限公司 致：安琪酵母股份有限公司 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》")、 《上市公司股东会规则》(以下简称"《股 东会规则》")等法律、法规及规范性文件和《安琪酵母股份有限公司章程》(以 下简称"《公司章程》")的规定，北京市通商律师事务所(以下简称"通商"或 "本所")接受安琪酵母股份有限公司(以下简称"公司")委托，指派本所律师出 席了公司于 2025 年 8 月 11 日召开的 2025 年第三次临时股东会(以下简称"本次 会议")，并就本次会议的相关事项出具本法律意见书。 本法律意见书仅供公司本次会议之目的使用，本所律师同意将本法律意见书 随公司本次会议其他信息披露资料一并公告，并依法对本法律意见书承 ...

Summary of Anqi Yeast Conference Call Company Overview - The conference call focuses on Anqi Yeast, a company significantly impacted by production capacity cycles and raw material costs, particularly molasses, which accounts for 40%-50% of raw material costs [2][3]. Key Points and Arguments 1. **Profitability Influences**: Anqi Yeast's profitability is significantly affected by molasses prices and transportation costs, leading to cyclical profit changes [2][3]. 2. **Strategies to Mitigate Costs**: The company is implementing strategies such as building factories near molasses production sites, exploring alternatives like hydrolyzed sugar, and attempting to acquire upstream sugar factories to manage raw material costs [2][5]. 3. **Capital Expenditure and Depreciation**: During the 14th Five-Year Plan, Anqi Yeast underwent large-scale capacity migration, resulting in high fixed asset investments and increased depreciation costs. As the domestic market saturates, the focus is shifting to overseas markets, leading to a slowdown in capital expenditures [2][6]. 4. **Global Molasses Price Trends**: Global molasses prices have significantly declined since 2023 and are expected to continue decreasing over the next 1-2 years due to slowed yeast production expansion and increased sugarcane and beet planting areas [2][7]. 5. **Profit Margin Improvement**: The decline in molasses prices is anticipated to enhance Anqi Yeast's profit margins, with a projected turning point in profitability expected between Q4 2024 and Q1 2025, leading to an increase in ROE for 1-2 years [2][7]. 6. **Market Growth**: The company maintains a business structure with 80% B-end and 20% C-end, relying on capacity release and order conditions for growth. Despite a slowdown in the domestic market, overseas markets are expected to grow at 15%-20% annually [3][7]. 7. **Core Products and New Growth Points**: Anqi Yeast's core products include yeast, yeast extracts, and yeast protein, with ongoing investments in marketing and capacity building. New product launches in the sports yeast protein sector are expected to drive revenue growth [3][8]. Additional Important Insights - **Cyclical Revenue Growth**: Anqi Yeast's revenue growth typically ranges from 10% to 20%, but profit growth shows significant cyclical fluctuations, influenced by capital expenditure and raw material costs [3]. - **Long-term Investment Value**: The company is viewed as a long-term investment opportunity due to the expected decline in raw material prices, which will positively impact profit margins and ROE, alongside stable growth potential from overseas market expansion [7][8]. - **Product Line Diversification**: The company is diversifying its product line with derivatives for animal feed and other synthetic biological products, contributing to a clearer main business structure and a gradient growth model [8].

Core Viewpoint - Angel Yeast is accelerating its upstream expansion by acquiring a 55% stake in Hohhot Shengtong Sugar Technology Co., Ltd. for 506 million yuan, despite a significant drop in the company's profit commitment for 2025 [1][4]. Group 1: Acquisition Details - The acquisition price of 506 million yuan is based on a valuation of 919 million yuan for Shengtong Sugar, reflecting a 63.80% increase over its net asset value of 561 million yuan [6]. - Shengtong Sugar's projected net profit for 2024 is 82.66 million yuan, but the commitment for 2025 is only 28.96 million yuan, indicating a 65% decline [1][5]. - The acquisition is expected to enhance Angel Yeast's production capacity and optimize its industrial structure, contributing to its long-term profitability and competitiveness [3][4]. Group 2: Strategic Importance - The acquisition aligns with Angel Yeast's strategy of vertical integration within the industry, as Shengtong Sugar is a well-supported entity by local government policies [3]. - Shengtong Sugar has a production capacity of 125,000 tons of edible sugar and 35,000 tons of molasses, which is a key raw material for yeast production [3]. - The expansion of Shengtong Sugar's planting area will further increase its molasses production capacity, benefiting Angel Yeast's operations [3]. Group 3: Financial Performance and Projections - Shengtong Sugar's revenue for 2024 is projected to be 602 million yuan, with a net profit of 82.66 million yuan, while the first quarter of 2025 is expected to generate 173.0 million yuan in revenue and 1.76 million yuan in net profit [4][5]. - The performance commitments for Shengtong Sugar from 2025 to 2027 are set at 28.96 million yuan, 75.86 million yuan, and 98.89 million yuan, respectively, with penalties for underperformance and rewards for exceeding targets [4].

Market Overview - On July 24, 2025, A-shares saw collective gains with the Shanghai Composite Index closing above 3600 points, up 0.65%, while the Shenzhen Component rose 1.21% and the ChiNext Index increased by 1.5% [1] - Hong Kong's stock indices showed mixed results, with the Hang Seng Index rising 0.51% to 25667.18 points, marking a near four-year high, while the Hang Seng Tech Index slightly declined by 0.05% [1] - In the U.S. market, the Dow Jones fell by 0.7% to 44693.91 points, while the S&P 500 and Nasdaq gained 0.07% and 0.18% respectively, with both indices reaching historical highs [1] New Stock Offering - HanSang Technology, listed on the ChiNext with a stock code of 301491, has an offering price of 28.91 yuan per share and a price-to-earnings ratio of 14.9 times. The company specializes in high-end audio products and comprehensive audio technology solutions, serving globally recognized audio brands [3] Regulatory Developments - The State-owned Assets Supervision and Administration Commission (SASAC) emphasized the need to optimize the allocation of state-owned assets and resist "involution-style" competition, focusing on restructuring and integration of state-owned enterprises [4][5] - The SASAC aims to enhance corporate governance, market-oriented operational mechanisms, and regulatory methods to improve the efficiency and effectiveness of state-owned enterprise management [5] Industry Regulation - The State Administration for Market Regulation has initiated a three-month campaign to improve the quality and safety of power banks, focusing on five key areas including strengthening CCC certification oversight and increasing quality supervision [6] - The campaign will also enforce stricter regulations against the sale of non-compliant power banks and enhance recall efforts for defective products, ensuring consumer safety [6]

Core Viewpoint - Anqi Yeast Co., Ltd. successfully issued its first phase of technology innovation corporate bonds for professional investors in 2025, marking the 22nd issuance of such bonds in Hubei this year, which significantly supports technological innovation and showcases the province's leading position in the central region of China [1][2]. Group 1: Market Dynamics - The issuance of 22 technology innovation bonds by 17 companies in Hubei totaled 21.33 billion yuan, establishing a strong market presence in the central region [2][3]. - 12 out of the 22 bonds were issued after the new policy announcement, accounting for 55.54%, indicating the strong influence of policy on bond issuance [3]. Group 2: Policy Support - The People's Bank of China and the China Securities Regulatory Commission issued a joint announcement in May 2025 to support the issuance of technology innovation bonds, which was quickly followed by Hubei's local government initiatives to enhance financing channels [2][3]. Group 3: Industry Demand - The high-tech industry in Wuhan achieved a total output value of 64.1 billion yuan in 2024, with clear development plans driving continuous funding needs for technology research and production expansion [3][4]. - The issuance of technology innovation bonds allows companies to direct funds towards critical technology research and equipment upgrades, facilitating industrial structure optimization and transformation [5]. Group 4: Company Initiatives - Nine companies, including Anqi Yeast, issued technology innovation bonds for the first time, representing over 50% of the bond-issuing companies, reflecting a proactive exploration of financing channels [4]. - Dongfeng Motor Group raised 3 billion yuan through bond issuance, with plans to allocate at least 50% of the funds to research and production related to new energy and intelligent development [5]. Group 5: Challenges and Recommendations - Despite policy support, there are challenges in market acceptance and understanding of technology innovation bonds, particularly for small and medium-sized enterprises facing high issuance costs and insufficient subscriptions [5]. - Experts suggest enhancing investor protection through credit risk mitigation tools and focusing on the growth potential and strategic planning of technology enterprises [6][7].

Core Viewpoint - The announcement details the progress of daily related transactions for Angel Yeast Co., Ltd., including expected amounts and actual occurrences of transactions with related parties for the year 2025 [1][2][3] Group 1: Related Transactions Overview - The company expects to engage in related transactions with Hubei Angel Biotechnology Group Co., Ltd. and its subsidiaries, with an estimated amount of 2,323.99 million RMB for 2025 [1] - The actual transaction amount for the second quarter of 2025 is reported as 322.94 million RMB, with a cumulative total of 1,323.94 million RMB [1] - For purchases from related parties, the expected amount is 11,068.59 million RMB, with actual transactions of 3,031.65 million RMB and a cumulative total of 4,037.37 million RMB [1] Group 2: Additional Related Transactions - The company anticipates related party rental transactions amounting to 654.72 million RMB, with actual transactions of 17.78 million RMB and a cumulative total of 632.76 million RMB [1] - For services provided to related parties, the expected amount is 450 million RMB, with actual transactions of 22.14 million RMB [1] - The total expected related transactions amount to 15,763.69 million RMB, with actual transactions of 3,396.95 million RMB and cumulative transactions of 5,984.21 million RMB [2] Group 3: Audit and Confirmation - As of June 30, 2025, the cumulative related transaction amounts have not exceeded the previously estimated total [3] - The related transaction amounts are unaudited and will be confirmed by the annual audit results [3]

Core Viewpoint - The company Angel Yeast (600298.SH) plans to implement a biomanufacturing center construction project with an estimated total investment of 502.25 million yuan, funded by the company's own resources. This project aims to enhance the company's biomanufacturing technology innovation capabilities and aligns with its strategic goals [1][3]. Project Details - The project will consist of a 7-story above-ground structure and a 2-story underground facility, covering a total building area of approximately 44,115.97 square meters, including 27,687.65 square meters above ground and 16,427.32 square meters underground, with 297 parking spaces [3]. - The site is located on the south side of the company's headquarters R&D complex, occupying about 23 acres [3]. - The construction period is expected to last 24 months, with plans for completion and operational use in the second half of 2027, subject to actual conditions [3]. - The total estimated investment for the project is 502.25 million yuan, with funding sourced from the company's own capital [3]. Company Performance - Angel Yeast is the largest yeast company in Asia and the second largest globally, holding nearly 60% of the domestic market share and close to 20% of the global market share [3]. - From 1998 to 2024, the company's revenue grew from 138 million yuan to 15.2 billion yuan, a 110-fold increase, with consistent year-on-year growth. Net profit increased from 30.78 million yuan to 1.325 billion yuan, a 43-fold increase [3]. - In the first quarter of 2025, the company's revenue reached 3.794 billion yuan, representing a year-on-year growth of 8.95%, while net profit was 370 million yuan, up 16.02% year-on-year [3].

Core Points - Anqi Yeast Co., Ltd. has announced a cash dividend of 0.55 CNY per share (including tax) for its A shares [2][4] - The total cash dividend distribution amounts to approximately 477.48 million CNY (including tax), based on a total share capital of 868,138,471 shares [2][3] Dividend Distribution Details - The dividend distribution plan was approved at the annual shareholders' meeting held on April 30, 2025 [2] - Key dates for the dividend distribution include: - Record date: June 12, 2025 - Last trading date: June 13, 2025 - Ex-dividend date: June 13, 2025 [3] - The cash dividends will be distributed through China Securities Depository and Clearing Corporation Limited, Shanghai Branch [3] Taxation Information - For individual shareholders holding unrestricted shares, dividends are subject to different tax treatments based on the holding period, with a maximum tax burden of 20% for shares held for less than one month [4] - For qualified foreign institutional investors (QFII), a withholding tax of 10% applies, resulting in a net dividend of 0.495 CNY per share [5][6] - Other institutional investors are responsible for their own tax declarations, with a gross dividend of 0.55 CNY per share [6]

Core Viewpoint - The company reported a solid performance in Q1 2025, with revenue and net profit showing positive year-on-year growth, indicating a stable business foundation and ongoing strategic adjustments in product lines and market focus [1][2][3]. Financial Performance - In Q1 2025, the company achieved revenue of 3.794 billion yuan, up 8.95% year-on-year, and a net profit attributable to shareholders of 370 million yuan, up 16.02% year-on-year [1]. - The company's net profit margin improved to 9.75%, an increase of 0.59 percentage points year-on-year, driven by a decrease in raw material costs and improved efficiency [2]. - The gross profit margin for Q1 2025 was 25.97%, up 1.31 percentage points year-on-year, benefiting from lower sugar molasses procurement prices and strong demand for small packaged yeast [2]. Business Segments - The yeast and deep processing products segment generated revenue of 2.773 billion yuan, a year-on-year increase of 13.2%, while the sugar business continued to decline, with revenues of 157 million yuan, down 60.7% year-on-year [1]. - The company is gradually divesting from low-margin sugar operations, leading to an improved product mix [1]. - Domestic revenue was slightly down by 0.3% to 2.099 billion yuan, while international revenue grew by 22.9% to 1.684 billion yuan, reflecting successful overseas market expansion efforts [1]. Market Outlook - The company is optimistic about domestic demand recovery and continued expansion in overseas markets, which is expected to enhance profit margins [3]. - The company anticipates net profits of 1.669 billion yuan, 1.914 billion yuan, and 2.184 billion yuan for the years 2025, 2026, and 2027, representing year-on-year growth rates of 26%, 15%, and 14% respectively [3].

Core Viewpoint - Anqi Yeast's Q1 2025 financial results exceeded expectations, with revenue growth driven by international markets while domestic performance remained stable [1][2][4] Financial Performance - Q1 2025 revenue reached 3.794 billion yuan, a year-on-year increase of 8.95%; net profit attributable to shareholders was 370 million yuan, up 16.02%; and net profit excluding non-recurring items was 337 million yuan, up 14.37% [1] - Gross margin for Q1 2025 was 25.97%, an increase of 1.31 percentage points year-on-year, despite depreciation pressures from new projects in Egypt and Russia [3] - The company reported a net profit margin of 10.2%, reflecting a year-on-year increase of 0.72 percentage points, indicating better-than-expected profitability [3] Regional Performance - Domestic revenue for Q1 2025 was 2.099 billion yuan, a slight decrease of 0.26% year-on-year, while international revenue was 1.684 billion yuan, showing a significant increase of 22.94% [2] - The company’s overseas revenue growth was primarily driven by strong performance in regions outside North America, which faced slight declines due to policy impacts [2][4] Product Performance - Revenue from yeast and deep processing products was 2.773 billion yuan, up 13.17% year-on-year, while sugar and packaging segments saw declines of 60.68% and 4.3%, respectively [2] - The newly disclosed food raw materials segment generated 434 million yuan, indicating a substantial year-on-year growth of 44.1% when combined with other businesses [2] Cost and Expense Management - The company experienced a decrease in molasses procurement costs by approximately 15%, contributing to improved gross margins [3] - Selling, general, and administrative expenses remained stable, with sales expense ratio slightly increasing due to overseas expansion efforts [3] Strategic Outlook - The company’s organizational restructuring in early 2025 is expected to enhance long-term business collaboration and efficiency, despite short-term challenges [4] - The ongoing expansion of production capacity is anticipated to support double-digit revenue growth in the coming years, with a focus on international markets as a key growth driver [4] Investment Recommendation - The company is positioned for growth with a target price of 44 yuan, corresponding to a PE ratio of approximately 25 times for 2025, reflecting a favorable investment opportunity at current valuation levels [5]