法律意见书 深圳市深南大道 6008 号特区报业大厦 24/31/41/42 层 邮编： 518034 电话/Tel: +86 755 8351 5666 传真/Fax: +86 755 8351 5090 国浩律师（深圳）事务所 关于 广东粤海饲料集团股份有限公司 注销部分股票期权的 网址/Website: http://www.grandall.com.cn 二〇二五年七月 国浩律师（深圳）事务所 关于广东粤海饲料集团股份有限公司 注销部分股票期权的 法律意见书 GLG/SZ/A3468/FY/2025-830 致：广东粤海饲料集团股份有限公司 国浩律师（深圳）事务所（以下简称"本所"）接受广东粤海饲料集团股份 有限公司（以下简称"粤海饲料"或"公司"）的委托，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"）发布 的《上市公司股权激励管理办法》（以下简称"《管理办法》"）、深圳证券交 易所（以下简称"深交所"）发布的《深圳证券交易所上市公司自律监管指南第 政法规、部门规章及其他规范性文件和《广东 ...

Core Viewpoint - The Guangdong Yuehai Feed Group Co., Ltd. has established a 2025 Employee Stock Ownership Plan (ESOP) aimed at enhancing long-term incentive mechanisms, attracting and retaining talent, and aligning the interests of management and core employees with the company's value creation [1][2]. Group 1: Basic Principles and Objectives - The ESOP adheres to principles of legal compliance, voluntary participation, and risk-bearing by participants [2]. - The primary objective of the ESOP is to establish a long-term incentive mechanism that motivates management and core employees, thereby promoting the company's transformation and sustainable development [2][3]. Group 2: Participants and Funding Sources - Eligible participants include directors, supervisors, senior management, and core personnel, with a maximum of 350 participants [3][5]. - Funding for the ESOP will come from a combination of employee contributions and a special incentive fund from the company, with a maximum fund allocation of 41.71 million yuan [4][6]. Group 3: Stock Acquisition and Pricing - The stock for the ESOP will be sourced from shares repurchased by the company, with a total of up to 10.6 million shares allocated for the plan [6][8]. - The purchase price for the shares will be based on the average trading price over the 20 trading days prior to the announcement of the ESOP, set at 7.87 yuan per share [8]. Group 4: Lock-up and Vesting Periods - The ESOP will have a duration of 36 months, with a lock-up period of 12 months followed by two phases of unlocking [9][10]. - The unlocking schedule will allow for 50% of the shares to be released after 12 months and the remaining 50% after 24 months [10]. Group 5: Management and Governance - The ESOP will be managed by a committee elected by the participants, ensuring representation and oversight of the plan [11][14]. - The shareholders' meeting is the highest authority for approving the ESOP, and the board of directors will handle the implementation [11][12]. Group 6: Rights and Obligations of Participants - Participants in the ESOP will have voting rights and are obligated to adhere to the plan's regulations, including restrictions on transferring their shares [17][18]. - The management committee will oversee the distribution of assets and ensure compliance with the plan's terms [18][19].

Core Viewpoint - The company has decided to cancel a total of 6.7124 million stock options due to the departure of 12 incentive recipients and the failure to meet performance conditions for the second exercise period of the 2023 stock option incentive plan [1][4][6] Summary by Sections Stock Option Cancellation - The company held meetings to approve the cancellation of stock options, which included 671,240 stock options due to the departure of 12 incentive recipients and 605,160 stock options due to unmet performance conditions [1][4][6] - The total number of incentive recipients will be adjusted from 243 to 219, and the total stock options granted will decrease from 16,798,400 to 10,086,000 [4][6] Performance Conditions - The performance target for the second exercise period required the company to achieve a revenue of no less than 10.5 billion or a net profit of no less than 280 million for the year 2024 [5] - The company reported a revenue of 5.912 billion and a net loss of 85.392 million for 2024, indicating that the performance conditions were not met [5] Compliance and Approval - The cancellation of stock options is within the authorization granted by the shareholders and complies with relevant laws and regulations [6][7] - The supervisory board and legal counsel have provided their opinions supporting the cancellation, confirming that it does not harm the interests of the company or its shareholders [6][7]

Investment Rating - The industry investment rating is maintained as "Increase" for the agricultural sector [6] Core Viewpoints - The agricultural sector outperformed the market by 1.01 percentage points during the week of June 30 to July 4, 2025, with a weekly increase of 2.55% [15][17] - The pig farming sector is highlighted as a key investment opportunity due to the recovery of breeding profits and the ongoing rise in pig prices [4][2] - The report emphasizes the importance of cost control for listed pig farming companies to navigate the pig cycle effectively [4] Summary by Sections Market Review - The agricultural sector index closed at 2,729.26, ranking 7th among 31 first-level industries in terms of weekly performance [15][17] - The fishery sector showed the best performance with a 5.13% increase, followed by breeding, agricultural product processing, feed, and planting sectors with respective increases of 3.12%, 2.96%, 2.30%, and 1.63% [17][19] Industry Dynamics - Pig prices continued to rise, with the national average price reaching 15.35 yuan/kg, a week-on-week increase of 4.28% [2] - Self-breeding profits increased to 119.72 yuan/head, while external piglet breeding profits improved to -26.26 yuan/head [2] - In the poultry sector, chicken prices remained under pressure due to high inventory levels, with broiler chick prices dropping to 1.36 yuan/chick, a 20% decrease week-on-week [2] Agricultural Products - Prices for wheat, corn, and soybean meal showed a week-on-week increase, with wheat averaging 2,451.06 yuan/ton (up 0.19%), corn at 2,367.14 yuan/ton (up 0.61%), and soybean meal at 2,928.00 yuan/ton (up 0.76%) [3][34] Investment Recommendations - The report suggests focusing on the pig farming sector, particularly companies with strong cost control such as Muyuan Foods, Wens Foodstuff Group, and others [4] - In the poultry sector, it recommends looking at integrated industry leaders like Shennong Development and Lihua Stock for yellow feathered chickens [4] - For feed, it highlights industry leaders like Haida Group and regional leaders like Hefeng Stock as beneficiaries of the recovery in livestock demand [4] - The report also emphasizes the importance of food security, recommending companies like Suqian Agricultural Development and Beidahuang [4]

Group 1 - The core viewpoint of the news is that Shandong Bangji Technology Co., Ltd. expects significant growth in its net profit for the first half of 2025, with an estimated increase of 166.77% to 200.91% compared to the same period in 2024 [2] - The company anticipates a net profit attributable to shareholders of the parent company between 62.5 million to 70.5 million yuan, which represents an increase of 39.07 million to 47.07 million yuan year-on-year [2] - The expected net profit after deducting non-recurring gains and losses is projected to be between 60.8 million to 68.8 million yuan, reflecting a year-on-year increase of 195.55% to 234.44% [2] Group 2 - The primary reason for the anticipated performance increase is the growth in the number of livestock in large-scale breeding companies through direct sales channels, which has driven sales volume and revenue growth [2] - In the first quarter of 2025, the company achieved revenue of 1.076 billion yuan and a net profit of 28 million yuan, with the second quarter expected to yield a net profit of 34.5 million to 42.5 million yuan, representing a quarter-on-quarter growth of 23.21% to 51.79% [2] - On June 16, the company disclosed a plan to acquire 100% equity of six companies and 80% equity of another company, which will allow it to extend its business from solely pig feed to the downstream breeding industry, creating a vertically integrated supply chain [3] Group 3 - This acquisition is expected to enhance the company's ability to utilize its production capacity, reduce risks, and increase revenue sources and profit growth points, thereby improving overall profitability and risk resistance [3] - The integration of the industry chain is anticipated to have a profound positive impact on the company's future performance [3]

Investment Rating - The industry investment rating is "Positive" (maintained) [4] Core Viewpoints - The pig price has retreated from its high, with the latest price at 14.94 CNY/kg and the average weight at 128.64 kg. The complete cost for leading enterprises has decreased to around 12 CNY/kg, indicating a potential for profit maintenance and valuation recovery [6][17][18] - The report emphasizes a shift from cyclical thinking to focusing on financial performance, suggesting that investment should transition from "cyclical thinking" to "quality and price" [18] - The report recommends focusing on companies with a "platform + ecosystem" model, highlighting DeKang Agriculture and Livestock as a representative, along with leading pig farming companies such as Muyuan Foods and Wens Foodstuff Group [18] Summary by Sections 1. Pig Industry - The latest pig price is 14.94 CNY/kg, with a slight increase in average weight to 128.64 kg. The price of 15 kg piglets remains stable at around 530 CNY/head. The industry is experiencing a short-term rebound in prices after a slight decline [6][17] - The official number of breeding sows in May was 40.42 million, a year-on-year increase of 1.15%, indicating a stable production capacity [7][17] - The report suggests that the government's commitment to stabilizing pig prices is strong, and capacity regulation may continue to increase [7][17] 2. Poultry Industry - The price of parent stock chicks remains high, with the latest price at 47.93 CNY, a week-on-week increase of 5.25%. The price of broilers is 2.95 CNY/kg, down 12% week-on-week and 18% year-on-year [19] - The industry faces a "high capacity, weak consumption" contradiction, leading to a reduction in production capacity among breeding farms [19] - The report highlights two main lines of focus: quality imported breeding stock leaders and fully integrated industry leaders [19] 3. Feed Industry - The report recommends Hai Da Group, noting a cash flow turning point and high overseas growth potential. The demand for aquaculture feed is expected to recover in 2025 [20][22] - The report indicates that the domestic capital expansion phase has ended, and leading companies are entering a new phase of stable cash flow [21][22] 4. Pet Industry - The report discusses the impact of potential tariffs on the pet industry, suggesting that the actual impact will be limited due to high profit margins and overseas factory layouts [23] - Companies with strong performance in their own brands, such as Guibao and Zhongchong, are highlighted as key focuses [23] 5. Agricultural Products - The USDA report indicates a slight reduction in soybean planting area for 2025, with a forecast of 83.4 million acres, a year-on-year decrease of 4% [24] - The report emphasizes that agricultural products are less affected by tariffs, and a reduction in imports may help prices rise from low levels [24] 6. Market and Price Situation - The Shanghai and Shenzhen 300 Index closed at 3982 points, up 1.54% from the previous week. The Agricultural and Forestry Index closed at 2729 points, up 2.55% [25][28] - The report notes that the aquaculture sector performed the best with a 5.13% increase [25]

Summary of Industry and Company Insights from Conference Call Industry Overview - **Agricultural Industry Performance**: The agricultural industry in the first half of 2025 is relatively stable, with grain prices at a low point and pig prices showing a year-on-year recovery, although they are declining on a quarter-on-quarter basis. Poultry prices are affected by weak demand in the catering sector and abundant supply, leading to a continued downturn in the poultry farming sector [2][3]. Key Points on Specific Sectors 1. Pig Farming Industry - **Price and Profitability**: The average pig price is approximately 14.8 yuan per kilogram, down 4.2% year-on-year. However, due to a greater decline in farming costs compared to pig prices, industry profitability has significantly improved, with average profit per head around 70 yuan, compared to a loss of 25 yuan in the same period last year [3][4]. - **Company Performance**: Major companies like Muyuan Foods are expected to report over 10.5 billion yuan in profits for the first half of the year, with a 90% increase in Q2 profits. Other companies like Shennong Group and Wens Foodstuffs are also showing strong profitability despite challenges in certain segments [4]. 2. Poultry Farming Industry - **Current Situation**: The white feather broiler market remains at a low point, with upstream companies benefiting from downstream capacity expansion. However, the price drop in upstream is greater than in downstream. The average selling price of layer chicks has increased by 40% year-on-year to about 4.3 yuan per chick due to supply constraints [5]. - **Financial Performance**: Companies like Shengnong Development expect a 22% year-on-year growth in Q2 performance, while Wens and Lihua are facing losses in the yellow feather chicken segment, averaging losses of 0.2 to 0.3 yuan per bird [5]. 3. Pet Food Market - **Market Dynamics**: The domestic pet food market remains robust, with online GMV growth of 17% in the first five months of 2025, compared to 14% last year. However, companies focused on export OEM are facing declines due to US-China trade tensions, while strong domestic brands are expected to maintain high growth rates [6][9]. - **Company Performance**: Companies like Guibao and Zhongchong are projected to see significant growth, with expected Q2 growth rates of around 40% and 31%, respectively. In contrast, companies heavily reliant on export OEM may see stagnant or slightly declining performance [10]. 4. Feed and Animal Health Sub-Industries - **Sales Growth**: The feed and animal health sectors are benefiting from a recovery in livestock numbers and stable profitability. For instance, Bangji Technology reported over 200% year-on-year growth in feed sales, while Haida Group expects a growth rate of 25% to 30% [7]. - **Vaccine Demand**: There has been a recovery in vaccine demand, with prices for certain products like Tylosin and Tiamulin increasing by 30% and 10%, respectively. Companies like Keqian Bio are expected to see a 20% to 25% growth in Q2 performance [8]. Recommendations for Investment - **Investment Focus**: Recommendations include focusing on post-cycle breeding varieties, feed, and animal health sectors. Key companies to watch include Bangji Technology, Haida Group, and leading vaccine producers like Keqian Bio and Huisheng Bio. Attention should also be given to low-valuation leading breeding companies with strong performance [11]. - **Market Outlook**: If the pig farming sector can stabilize and avoid overproduction, there is significant potential for valuation increases in the industry, particularly for companies like Muyuan Foods and Wens Foodstuffs [11].

Core Insights - The seminar titled "The Legendary Secretary of the Board" focused on modern corporate governance, the redefined value of board secretaries, and new opportunities in mergers and acquisitions as the Chinese capital market surpasses a total market value of one hundred trillion [1][3] Group 1: Key Themes from the Seminar - The concept of a "legendary board secretary" was emphasized, highlighting their role as chief governance officers who not only ensure compliance but also lead innovative practices in the capital market [3] - The importance of inheritance in corporate governance was discussed, with a focus on integrating value concepts into generational driving forces [3] - The seminar featured discussions on the "Four High Paths" strategy by Phoenix Publishing and Media Group, aimed at fostering a new development pattern through comprehensive external cooperation [3] Group 2: Insights on Corporate Governance - The core of corporate governance was explored through the lens of a modern enterprise system with Chinese characteristics, emphasizing the need for independent governance and limited shareholder responsibilities [5] - Practical experiences were shared regarding the role of an "active and progressive board," including the importance of external directors and thorough proposal evaluations [5] - The three-tiered approach to governance modernization was highlighted, showcasing the evolution from foundational systems to board innovation [5] Group 3: Cultural and Technological Transformations - The impact of AI technology, IP development, and cultural globalization on the publishing industry was discussed, showcasing how these elements contribute to new narratives in the sector [7] - Successful case studies, such as the global IP operations of companies like Pop Mart, were presented to illustrate the commercial value of innovation in cultural enterprises [7] - The surge in international expansion of online literature and short dramas was noted as evidence of China's cultural transmission potential in a technology-driven era [7] Group 4: Mergers and Acquisitions Insights - A roundtable forum addressed the new opportunities in mergers and acquisitions, with insights from experienced board secretaries on the importance of cultural integration and strategic upgrades [9] - Key principles for successful mergers were outlined, including the assessment of management capabilities and the integration of external resources [9] - The consensus reached during the seminar emphasized the importance of respecting rules, adhering to responsibilities, and valuing professionalism in corporate governance [9]

Group 1 - The market is experiencing an upward shift in the oscillation center, characterized by "top and bottom" dynamics, with a positive outlook for effective index breakthroughs due to monthly momentum reversal and rising trading volume [2][12][13] - Profitability is still in a bottoming phase, with expectations that the profit bottom will not arrive before the end of Q3, limiting the elasticity of the current profit cycle [2][13] - Valuation support is provided by government-backed credit policies, with a focus on stable growth and market stabilization measures [2][13] Group 2 - Structural opportunities are emphasized, particularly in "Deep Sea Technology" and "Newly Listed Stocks," alongside existing themes like "Delta G Consumption" and "Self-Controlled Technology" [3][23] - "Deep Sea Technology" is positioned as a strong thematic opportunity for the second half of the year, aligning with national strategic priorities and policies aimed at enhancing marine economic development [4][24][29] - The deep sea technology industry chain is extensive, covering upstream materials, midstream manufacturing, and downstream resource utilization, indicating a comprehensive growth potential [4][32] Group 3 - Newly listed stocks have regained prominence since September 2024, with a significant upward trend observed in their performance, correlating closely with improvements in economic confidence [5][34] - The performance of newly listed stocks is highly correlated with macroeconomic indicators, suggesting that as economic expectations improve, these stocks are likely to outperform the market [5][38] - A new index, the "Open Source Newly Listed Stock Index," has been created to better track and represent the performance of newly listed stocks, expanding the criteria to include stocks listed for up to six years [5][44] Group 4 - Current investment strategy emphasizes diversification across sectors, focusing on "Delta G Consumption," "Self-Controlled Technology," "Stable Dividends," and "Gold" [6][50] - Specific sector recommendations include domestic consumption, technology growth, cost improvement sectors, and structural opportunities in exports, particularly to Europe [6][50] - The strategy aims to capture the greatest expected differences and domestic certainties while avoiding over-concentration in any single sector [6][50]

Investment Rating - The industry is rated as "Buy" [6] Core Viewpoints - The pig farming sector is expected to see a recovery in prices due to seasonal demand and a slight increase in the number of breeding sows, indicating a potential long-term profit cycle [5][70] - The recent increase in pig prices is attributed to supply constraints caused by seasonal weather conditions and reduced slaughtering activities [24] - The overall agricultural sector has shown resilience, outperforming the market indices in recent weeks [15] Summary by Sections 1. Industry Performance - The agricultural sector index rose by 2.55% in the week ending July 4, outperforming the Shanghai Composite Index by 1.15% [15] - The pig farming sub-sector saw a price increase of 4.28% for live pigs, while the average weight of pigs at slaughter reached 128.64 kg, up 0.50 kg week-on-week [24] 2. Key Data Tracking - As of the end of May, the number of breeding sows was 40.42 million, a slight increase of 0.1% month-on-month and 1.2% year-on-year [1] - The average price for live pigs decreased to 14.92 yuan/kg in May, down 0.9% month-on-month and 5.4% year-on-year [1] - The average profit per pig for large-scale farms dropped to 49 yuan per head in May, down from 86 yuan in April [1] 3. Investment Recommendations - The report recommends focusing on the pig farming sector, highlighting companies such as Muyuan Foods, Wens Foodstuff Group, and Juxing Agriculture as key investment opportunities [5][70] - The feed and veterinary sectors are also expected to benefit from the recovery in pig stocks, with companies like Haida Group and Ruipu Biological Products suggested for consideration [5][70] - In the planting chain, the upward trend in grain prices presents investment opportunities in companies like Suqian Agricultural Development and Beidahuang Group [5][70]