香飘飘食品股份有限公司 2025年第一次临时股东会会议资料 香飘飘食品股份有限公司 2025 年第一次临时股东会会议资料 2025 年 7 月 30 日 香飘飘食品股份有限公司 2025年第一次临时股东会会议资料 会议资料之一 会议议程 一、会议及投票时间 现场会议：2025 年 7 月 30 日（星期三）14：00 网络投票：2025 年 7 月 30 日（星期三）采用上海证券交易所网络投票系统， 通过交易系统投票平台的投票时间为股东会召开当日的交易时间段，即 9:15-9:25,9:30-11:30,13:00-15:00；通过互联网投票平台的投票时间为股东会 召开当日的 9:15-15:00。 二、现场会议地点 浙江省杭州市拱墅区杭州新天地商务中心 4 幢西楼 13 楼 1 号会议室 三、会议主持人 香飘飘食品股份有限公司董事长、总经理蒋建琪先生。 五、会议流程 香飘飘食品股份有限公司 2025年第一次临时股东会会议资料 （四）会议决议 1、宣读股东会表决决议； 2、律师宣读法律意见书。 （五）会议主持人宣布股东会结束 香飘飘食品股份有限公司 2025年第一次临时股东会会议资料 会议资料之二 会议须知 ...

Group 1: Investment Activities - Xiangpiaopiao has entered the LP circle by investing 100 million RMB in the Changsha Quanzhong Venture Capital Partnership, which has a target total scale of 1 billion RMB, focusing on growth and mature enterprises as well as promising early-stage consumer companies [2] - Zhongke Chuangxing has completed the first closing of its new fund with 2.617 billion RMB, focusing on hard technology projects in fields such as artificial intelligence, with 70% of the funds allocated to early-stage projects [3] - The Ministry of Industry and Information Technology plans to establish the second phase of the National SME Development Fund to attract more social capital for early, small, long-term, and hard technology investments [4] Group 2: Government Policies and Support - The Tianjin government has introduced measures to support high-quality development in venture capital, increasing the maximum government investment ratio from 50% to 80% and adjusting policy indicators to better utilize fiscal funds [5] Group 3: Company Developments in Robotics - Zhiyuan Robotics has received strategic investment from Charoen Pokphand Group, marking a new phase in its global expansion in the robotics sector [7] - Qianxun Intelligent has completed nearly 600 million RMB in Pre-A+ financing, led by JD.com, with participation from several notable institutions [8] - JD.com has strategically invested in LimX Dynamics, enhancing collaboration in retail, logistics, and service sectors [9]

Core Viewpoint - The article discusses the impact of the recent price war in the ready-to-drink tea market, highlighting how companies like Xiangpiaopiao are struggling against the rise of fresh tea brands that offer lower prices and immediate consumption options [3][4][9]. Group 1: Market Dynamics - The ready-to-drink tea segment has seen explosive growth due to heavy subsidies on platforms like Meituan and Taobao, leading to a surge in sales for brands like Mixue Ice Cream and Luckin Coffee [3][9]. - Xiangpiaopiao, a traditional instant tea brand, is experiencing a significant decline in revenue, with a projected revenue of 1.035 billion yuan for the first half of 2025, representing a year-on-year decrease of over 12% [3][8]. - The shift in consumer preferences towards ready-to-drink options is evident, as younger consumers favor immediate consumption over traditional instant tea products [9][11]. Group 2: Financial Performance - Xiangpiaopiao anticipates a net loss of approximately 97.39 million yuan for the first half of 2025, which is an increase of around 67.89 million yuan in losses compared to the previous year [3][8]. - The company's stock price has dropped over 60% from its historical high of 35.09 yuan in August 2019, closing at 13.77 yuan on July 14, 2025 [8][9]. Group 3: Strategic Adjustments - In response to market changes, Xiangpiaopiao is attempting to innovate by launching new product lines, such as "original leaf fresh milk tea," which aims to meet health standards and appeal to current consumer trends [11][12]. - The company is also exploring new sales channels, particularly in the snack wholesale sector, with over 30,000 stores already collaborating with its products [11][12]. Group 4: Industry Trends - The article emphasizes that the current competition in the tea beverage market is not merely a price war but a strategic battle for market share and consumer loyalty [16][24]. - Major players like Alibaba and Meituan are heavily investing in their food delivery services, indicating a shift in focus towards integrating online and offline retail strategies [18][19][22].

Core Viewpoint - The article highlights the ongoing anxiety regarding the "disappearance" of social LPs in the fundraising market, while emphasizing the active participation of industrial capital, particularly from private enterprises in Zhejiang, in the investment landscape [2][5][20]. Summary by Sections Social LPs and Market Challenges - The fundraising market is currently facing a significant challenge with a shortage of social LPs, as many have chosen to withdraw or adopt a wait-and-see approach due to market volatility [5][12]. - This situation has led to a scarcity of market-driven funds, impacting the venture capital industry [5]. Active Participation of Private Enterprises - Despite the apparent quietness in the market, a number of private enterprises are actively engaging in investment activities [6]. - For instance, Xiangpiaopiao Food Co., Ltd. announced a commitment of 100 million yuan to become an LP in a venture capital partnership, indicating a strategic move to enhance its competitive strength [9][10]. Investment Preferences and Strategies - The fund in which Xiangpiaopiao is investing has a clear focus on the "big consumption" sector, with over 80% of its funds allocated to this core area, targeting growth and mature companies while also considering early-stage consumer enterprises [11]. - The motivations for consumer goods companies to act as LPs include seeking a second growth curve beyond their main business and strategically positioning themselves in emerging sectors [11][16]. Zhejiang's Active LP Landscape - In June alone, listed companies in Zhejiang contributed over 1 billion yuan as LPs, leading the nation in terms of investment scale [16]. - Companies such as Proya, Huadong, and Redick are among those actively participating, with a focus on sectors like new materials and daily consumer goods [16]. Financial Health and Investment Behavior - Consumer goods companies typically possess strong cash flows, which allows them to invest strategically without directly entering new fields [17]. - The investment behavior of Zhejiang's private enterprises is characterized by a clear industrial synergy logic, focusing on selecting GPs with deep industry resources and understanding [17]. Evolving Investment Landscape - The investment strategies and criteria for selecting GPs are evolving in response to the changing dynamics of the primary market [18]. - There is a growing expectation for GPs to adapt and provide high-quality direct investment projects to meet the upgraded demands of LPs [18]. Future Outlook - The article concludes that despite existing challenges, the venture capital industry is experiencing a transformation driven by policy support and technological changes, with a positive outlook for 2025 as a potential new starting point for China's venture capital landscape [20].

Core Points - The company announced the cancellation of a total of 6.1497 million stock options from its 2023 stock option incentive plan due to various reasons including expiration, employee departures, and unmet performance targets [1] - The cancellation includes 550,700 stock options that expired unexercised, 1.427 million options from 10 employees who left the company, and 4.172 million options from 36 employees due to performance criteria not being met [1] - The company confirmed that this cancellation will not affect its capital structure or have a substantial impact on its financial status and operating results [1] Summary by Sections Stock Option Cancellation - A total of 6.1497 million stock options have been canceled from the 2023 stock option incentive plan [1] - 550,700 options expired unexercised before the deadline [1] - 1.427 million options were canceled due to 10 employees leaving the company [1] - 4.172 million options were canceled due to performance criteria not being met by 36 employees [1] Impact on Company - The cancellation of stock options will not affect the company's capital structure [1] - There will be no substantial impact on the company's financial condition and operating results [1] - The company's stock option management policies remain unaffected [1]

证券代码：603711 证券简称：香飘飘 公告编号：2025-030 香飘飘食品股份有限公司 特此公告。 香飘飘食品股份有限公司董事会 2025 年 7 月 18 日 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。 香飘飘食品股份有限公司（以下简称"公司"或"香飘飘"）于 2025 年 7 月 14 日召开第五届董事会第二次会议，审议通过了《关于注销公司 2023 年股票 期权激励计划首次授予及预留授予部分股票期权的议案》，现对有关事项说明如 下： 鉴于公司 2023 年股票期权激励计划首次授予第一个行权期可行权 55.07 万 份股票期权于 2025 年 7 月 6 日到期失效前未行权，由公司注销。鉴于公司 2023 年股票期权激励计划所确定的首次授予中5名激励对象及预留授予中5名激励对 象因个人原因已离职，不再满足成为激励对象的条件，上述 10 名激励对象已获 授但尚未行权的股票期权共计 142.70 万份，由公司注销。鉴于公司 2023 年股票 期权激励计划首次授予第二个行权期及预留授予第一个行权期公司层面考核未 达标， ...

Core Viewpoint - Xiangpiaopiao has announced the establishment of a fund with a total scale of 1 billion RMB, with an initial scale of 652 million RMB, primarily targeting the consumer industry, indicating a strategic shift to find new growth opportunities after facing challenges in the tea beverage market [2][5]. Group 1: Fund Details - The fund, named Changsha Quanzhong Venture Capital Partnership, was established in March 2025, with Xiangpiaopiao contributing 100 million RMB, accounting for 13.29% of the total committed capital [5][6]. - The fund aims to invest at least 80% of its total capital in the consumer industry, focusing on growth and mature enterprises, while also considering early-stage consumer companies with clear development paths [5][7]. Group 2: Market Context - The trend of companies like Xiangpiaopiao acting as socialized Limited Partners (LPs) is becoming more common, with over 70 listed companies participating in the establishment of industry funds this year [9]. - The shift towards VC/PE investments by listed companies is driven by considerations of industrial synergy and ecosystem expansion, especially in the context of fundraising difficulties in the primary market [9][10]. - Government LPs remain the primary contributors to RMB funds, with a reported fundraising scale of 1.3 trillion RMB in the past year, highlighting the ongoing demand for socialized LPs in the market [10][11].

Group 1 - Suzhou announced two new funds with a total scale of 100 billion RMB each, focusing on key areas such as biomedicine, AI, and integrated circuits [5] - Guangzhou plans to establish a 100 billion RMB digital industry fund, targeting software, semiconductors, and AI [5] - Foshan's new 10 billion RMB fund will focus on new energy and AI, aiming to enhance local industry competitiveness [6] Group 2 - Yangzhou's automotive and parts investment fund has been established with a scale of 12.5 billion RMB, focusing on innovative enterprises in the automotive sector [6] - Fourhui city government and Zhejiang Securities signed an agreement to establish a 10 billion RMB industry investment fund to attract key enterprises [7] - Inner Mongolia is selecting fund managers for its key industry guidance fund, requiring a minimum contribution of 2% from the manager [7] Group 3 - Jiangsu's new emerging industry mother fund has been established with a scale of 20 billion RMB, focusing on strategic emerging industries [9] - Jilin's automotive industry chain venture capital fund has been established with a total scale of 10 billion RMB, focusing on new energy vehicles [10] - Fujian's specialized fund has been registered with a target scale of 20 billion RMB, aimed at empowering specialized small and medium enterprises [11] Group 4 - The Shaanxi provincial innovation mother fund has been established with an initial scale of 100 billion RMB, focusing on technology innovation [12] - KKR announced the establishment of a 10 billion RMB smart energy fund, focusing on the renewable energy industry [14] - A new 10 billion RMB fund has been established in Nanjing, focusing on software and information technology sectors [14] Group 5 - The establishment of a 34.01 billion RMB health industry investment fund in Hubei aims to promote innovation in the health sector [18] - Renault and CICC signed an agreement to establish a new energy vehicle industry fund, focusing on battery and intelligent driving technologies [17] - The establishment of a 10 billion RMB fund by Cheng Tong Technology aims to invest in hard technology sectors [17]

Core Viewpoint - Xiangpiaopiao is expected to report its largest half-year loss since its listing, with a projected revenue decline of approximately 12.2% and a net loss of around 97.39 million yuan, which is an increase in losses by 2.3 times compared to the previous year [3][5] Revenue and Profit Summary - The company anticipates a revenue of approximately 1.04 billion yuan for the first half of 2025, a decrease of about 144 million yuan or 12.21% year-on-year [5] - The net profit attributable to shareholders is expected to show a loss of around 97.39 million yuan, which is an increase in losses by approximately 67.89 million yuan compared to the same period last year [5][6] - The decline in revenue and profit is attributed to changes in consumer behavior and a shortened peak sales period due to the earlier timing of the Spring Festival [5][6] Business Challenges - The core business of instant tea is facing significant challenges, with sales volume dropping from approximately 45.59 million boxes in 2020 to about 32.79 million boxes in 2024, leading to a revenue decline in this segment [7] - Sales expenses have increased significantly, with 2024 sales expenses reaching approximately 761 million yuan, three times the net profit for that period, and a 35% increase over two years [7] - Rising costs in raw materials, labor, transportation, and energy have pressured profit margins, prompting price increases of 2% to 8% in early 2022 [7] Market Competition - The ready-to-drink tea market is expanding rapidly, with a projected market size of 368.9 billion yuan by 2025, growing at a rate of 20.97% [9] - Competitors like Mixue Ice City and others have significantly increased their market presence, with Mixue having over 39,000 stores, which poses a direct threat to Xiangpiaopiao's market share [9][10] - The competitive landscape is characterized by a price war, with ready-to-drink products often priced similarly to Xiangpiaopiao's instant products, but with the added convenience of immediate consumption [10] Strategic Adjustments - In response to market pressures, Xiangpiaopiao has restructured its teams to focus on both instant and ready-to-drink products, with a particular emphasis on lower-tier cities [8] - The company has also attempted to innovate its product offerings, such as launching new fruit tea products and leveraging e-commerce channels, which saw a significant sales increase during promotional periods [10] - However, the sustainability of the ready-to-drink business remains uncertain, with challenges in product innovation and market penetration [10]

证券代码：603711 证券简称：香飘飘 公告编号：2025-028 | 事项 | 原《公司章程》条款 | | | | 修订后《公司章程》条款 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 第六条 | 公 司 注 册 资 本 为 民 币 | 公 | 司 注 | 册 | 资 | 本 为 | 人 民 币 | 人 | | | 41,074.58 万元。 | | 41,287.41 | | 万元。 | | | | | 第二十一条 | 公司股份总数为 41,074.58 万 | | 公司股份总数为 | | | | 41,287.41 万 | | | | 股，公司的股本结构为：普通股 | | | | 股，公司的股本结构为：普通 | | | | | | 41,074.58 万股，其他类别股 0 | 股 | 41,287.41 | | | | 万股，其他类别 | | | | | 除上述条款修订外，《公司章程》其他条款不变。修订后的《公司章程》全 文详见上海证券交易所网站（www.sse.com.cn）。 上述议案尚需提交公司 2025 年第 ...