本次担保金额在公司2024年度股东大会审议通过的《关于预计2025年度为 下属公司提供担保的议案》（公告编号2025-010）授权范围内，无须再次提交董 事会、股东大会审议。 本次被担保方上海力涌商贸有限公司的资产负债率超过70%，敬请投资者 关注担保风险。 公司不存在对外担保逾期的情形 证券代码：603214 证券简称：爱婴室 公告编号：2025-040 上海爱婴室商务服务股份有限公司 关于为下属公司贷款提供担保的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 被担保人名称及是否为上市公司关联人：上海力涌商贸有限公司为公司全 资子公司 本次担保本金金额合计：2亿元 本次担保是否有反担保：否 一、担保情况概述 （一）担保基本情况 为满足子公司生产经营及业务发展的需要，上海力涌商贸有限公司（以下简 称"上海力涌"）拟向招商银行股份有限公司上海分行（以下简称"招商银行上 海分行"）申请授信人民币2亿元，上海爱婴室商务服务股份有限公司（以下简 称"公司"）为上述授信提供担保，担保方式为连带责任保证。 （二）本次 ...

Market Overview - A-shares opened slightly lower on June 18, with all major indices in the red and over 4200 stocks declining [1] - The Shanghai Composite Index fell by 0.41% to 3373.61, while the Shenzhen Component decreased by 0.23% to 10128.47 [2] Sector Performance - The food and beverage sector showed initial strength, particularly in liquor stocks, with notable gains from companies like Mogaos, Huangtai Wine, and Jinzhongzi Wine, all hitting the daily limit [5][6] - The photovoltaic inverter, liquor, military, and digital currency sectors experienced localized rallies, while rare earth permanent magnet stocks saw significant pullbacks [3][11] Liquor Industry Insights - During the "618" shopping festival, several e-commerce platforms initiated aggressive price cuts on liquor, with high-end products like Feitian Moutai seeing price drops, which has become a key market variable [7] - Specific liquor stocks such as Mogaos, Huangtai Wine, and Jinzhongzi Wine reported increases of approximately 10% [6] Oil and Gas Sector Activity - The oil and gas sector was notably active, with companies like Zhun Oil and Beiken Energy experiencing substantial gains, attributed to rising international oil prices amid escalating geopolitical tensions in the Middle East [8][9] Defense and Military Sector - The defense and military sector saw significant upward movement, with stocks like Changcheng Military Industry hitting the daily limit and others like Beifang Longzhong and Jiekang Equipment rising over 10% [10] Consumer Sector Weakness - The broader consumer sector faced challenges, with retail stocks declining, particularly in the small commodity market, where Xiaoshangpin City dropped over 9% [11][12] - The beauty and personal care sector also experienced declines, with several companies reporting drops exceeding 5% [13] Rare Earth Sector Decline - Rare earth permanent magnet stocks faced notable declines, with companies like Beikong Technology nearing the daily limit down, and others like Zhongke Magnetic and Keheng shares dropping over 9% [15][16]

Core Points - The company is holding a shareholders' meeting on June 23, 2025, to ensure the rights of all shareholders are maintained and to facilitate the smooth conduct of the meeting [1][2] - The agenda includes the election of a new non-independent director and the proposal to abolish the supervisory board, transferring its powers to the audit committee [4][20] Group 1: Shareholders' Meeting Details - The meeting will be held at a specified location in Shanghai and will allow both on-site and online voting [1] - Shareholders must arrive before 10:00 AM on the meeting day and present identification for verification [1] - Voting will be conducted by a named ballot method, and the results will be compiled and reported back to the company [2] Group 2: Agenda Items - The first agenda item is the election of Gao Min as a non-independent director following the resignation of Liu Sheng [4][3] - Gao Min has a strong background in management within the company and holds 740,628 shares [3] - The second agenda item proposes the cancellation of the supervisory board and the revision of the company's articles of association to reflect this change [4][5] Group 3: Governance Changes - The proposed changes aim to enhance corporate governance and streamline operations by transferring supervisory powers to the audit committee [4][20] - Specific amendments to the articles of association include the removal of references to the supervisory board and the unification of terms used in governance documents [4][5]

会议时间：2025 年 6 月 23 日 上海爱婴室商务服务股份有限公司 2025 年第一次临时股东大会 会议资料 会议地点：上海市浦东新区杨高南路 729 号 2025 年第一次临时股东大会会议须知 为维护全体股东合法权益，确保上海爱婴室商务服务股份有限公司（以下简 称"公司"或"爱婴室"）本次股东大会的顺利召开，依据中国证监会《上市公 司股东大会规则》《公司章程》和《股东大会议事规则》等有关规定，制定大会 须知如下： 2 1、 董事会以维护全体股东的合法权益、维持大会正常秩序和提高议事效率为原 则，认真履行《公司章程》规定的职责，做好召集、召开股东大会的各项工 作。 2、 股东参加股东大会依法享有发言权、表决权等权利。股东参加股东大会，应 认真履行其法定权利和义务，不得侵犯其他股东的权益，不得扰乱大会的正 常秩序。 3、 会议登记时间为 2025 年 6 月 20 日上午 9:30-11:30，下午 13:30-17:00，未登 记现场参会股东请于 2025 年 6 月 23 日 10:00 前抵达大会指定地点并凭股东 账户卡或身份证原件等证件，待核准股东身份后方可进入会场。 4、 股东大会由董事长主持， ...

Investment Rating - The report maintains an "Overweight" rating for the education sector and highlights potential opportunities in the new consumption market [1]. Core Insights - The report emphasizes the importance of high school education reform and recommends specific companies such as Tianli International Holdings and Xueda Education, while also suggesting attention to Kevin Education [5]. - It identifies key trends in AI and consumption, recommending companies like Connet Optical, Small Commodity City, and Core International [5]. - The report notes a strong performance in the retail sector during the 618 sales event, with significant growth in categories like apparel and beauty products [5]. - The report highlights the increasing trend of family-oriented travel during the Dragon Boat Festival, with nearly 90% of the top 50 scenic spots being family-friendly [5][6]. Industry Updates - The social service industry saw a 2.5% year-on-year increase in cross-regional personnel flow during the Dragon Boat Festival, with a total of 65.37 million people traveling [5]. - E-commerce platforms like Alibaba and JD.com reported over 30% growth in apparel and beauty categories during the 618 sales event [5]. - The report mentions the opening of the 100th store under the "Fat Donglai" model by Yonghui Supermarket, indicating a significant expansion in the retail sector [5]. Company Announcements - Three Gorges Tourism Group appointed a new general manager on June 3, 2025 [5]. - Guangzhou Restaurant announced a share buyback of 500,000 shares, representing 0.088% of its total share capital [5]. - China Youth Travel Service transferred 17.37% of its shares to its parent company, Everbright Group, without compensation [5].

Core Viewpoint - The company has revised its governance structure by abolishing the supervisory board and transferring its responsibilities to the audit committee, aiming to enhance operational efficiency and compliance with regulatory requirements [1][2]. Summary by Sections Audit Committee - The audit committee's main responsibilities include proposing the hiring or replacement of external auditors, supervising the internal audit system, and reviewing financial information and internal control systems [1][2]. - Decisions regarding hiring or dismissing the auditing firm and financial officer require a majority approval from the audit committee [2]. Nomination Committee - The nomination committee is responsible for proposing standards and procedures for selecting directors and senior management, as well as reviewing candidates for these positions [3][4]. - The committee must document and disclose reasons if the board does not adopt its recommendations [4]. Compensation and Assessment Committee - This committee is tasked with establishing assessment standards for directors and senior management, as well as reviewing and proposing compensation policies [5][6]. - Any proposed compensation plans must be approved by the board and then submitted to the shareholders' meeting for approval [6]. Strategic and Sustainable Development Committee - The strategic committee can invite directors and senior management to its meetings and is responsible for overseeing investment evaluations [6]. - The committee's operational guidelines will take effect upon board approval [6]. General Amendments - The term "shareholders' meeting" has been standardized to "shareholders' assembly" across all revised documents, with no substantial changes to other provisions [6].

Group 1 - The Strategic and Sustainable Development Committee is established to enhance the company's core competitiveness and ensure effective investment decision-making [2][4] - The committee consists of three directors, including at least one independent director, and is responsible for long-term strategic planning and oversight of major investment decisions [2][4] - The committee's decisions must be approved by a majority of its members and are submitted to the board for final approval [4][2] Group 2 - The committee is tasked with managing sustainable development initiatives and reviewing ESG reports [2][4] - An Investment Review Group is set up under the committee to prepare proposals for major investments and capital operations [2][4] - Meetings require the presence of at least two-thirds of the committee members to be valid, and decisions are made through voting [4][2]

Core Points - The document outlines the independent director working system of Shanghai Aiyingshi Business Service Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][12] - Independent directors are defined as those who do not hold any other positions within the company and have no relationships that could impair their independent judgment [1][2] - The system emphasizes the importance of independent directors in protecting the interests of all shareholders, particularly minority shareholders [2][6] Summary by Sections Independent Director Definition and Responsibilities - Independent directors must ensure they have sufficient time and energy to fulfill their duties, with a limit of serving as independent directors in no more than three domestic listed companies [1][3] - They are required to act independently and impartially, free from influence by major shareholders or related parties [2][4] Qualifications and Conditions - At least one independent director must have accounting expertise, defined as holding a senior professional title or being a certified public accountant [2][5] - Independent directors must meet various qualifications, including having at least five years of relevant work experience and obtaining a recognized independent director qualification certificate [3][5] Nomination and Election Process - The nomination and election of independent directors must be conducted transparently, with prior consent from the nominees and disclosure of their qualifications [4][5] - Independent directors serve the same term as other directors, with a maximum of six consecutive years in office before a mandatory cooling-off period of 36 months [5][6] Rights and Duties - Independent directors have specific rights, including the ability to approve related party transactions and propose the hiring or dismissal of accounting firms [7][8] - They are required to submit annual reports detailing their attendance, independent opinions, and actions taken to protect minority shareholders [11][12] Support and Resources - The company must provide necessary conditions for independent directors to perform their duties effectively, including timely access to information and resources [10][12] - Independent directors are entitled to reasonable compensation, which must be disclosed in the company's annual report [10][12]

市公司章程指引（2025 年修订）》修订《公司章程》及相关议事规则，结合公司 实际情况，公司将不再设置监事会，监事会职权由董事会审计委员会行使，《监 事会议事规则》相应废止，现修订《公司章程》 《股东大会议事规则》 《董事会议 证券代码：603214 证券简称：爱婴室 公告编号：2025-031 上海爱婴室商务服务股份有限公司 关于取消监事会并修订《公司章程》 及相关议事规则的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 为进一步规范公司运作，完善公司治理，根据《中华人民共和国公司法》 《上 事规则》相应条款，主要内容涉及：删除关于监事、监事会相关规定，由审计委 员会行使监事会职权；涉及"股东大会"的表述统一修订为"股东会"等。具体 修订条款明细如下： 一、《公司章程》修订明细 原条款 修改后条款 第十条 本公司章程自生效之日起，即成为 第十条 本公司章程自生效之日起，即 规范公司的组织与行为、公司与股东、股 成为规范公司的组织与行为、公司与股 东与股东之间权利义务关系的具有法律约 东、股东与股东之间权利义务关系的具 ...

Core Points - Liu Sheng resigned from the board of directors of Shanghai Aiyingshi Business Service Co., Ltd. for personal reasons and will not hold any position in the company thereafter [1] - The board of directors convened a meeting on June 6, 2025, to approve the nomination of Gao Min as a non-independent director candidate, pending approval from the shareholders' meeting [1] - Gao Min's qualifications and nomination procedures comply with the relevant laws and regulations, and she is not disqualified from serving as a director [2] Summary of Company Information - Gao Min, born in November 1979, holds a Master's degree in Business Administration from Fudan University and has held various positions within the company since 2005 [5] - She currently serves as the Senior Vice President and Secretary of the Board, holding a total of 740,628 shares in the company [5] - Gao Min has not faced any penalties from the China Securities Regulatory Commission or other relevant authorities, and she is not a person subject to enforcement for dishonesty [5]