证券代码：603777 证券简称：来伊份 公告编号：2025-070 上海来伊份股份有限公司 2025年第三次临时股东会决议公告 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： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东会召开的时间：2025 年 10 月 15 日 (二)股东会召开的地点：上海市松江区九新公路 855 号来伊份零食博物馆 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 313 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 198,036,678 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 59.8465 | (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 本次股东会采取现场记名投票表决与网络投票表决相结合的方式召开。会议 由公司董事会提议召开，本次股东会由董事长施永雷先生主持。本次股东会的召 ...

北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 电话：010-88004488/66090088 传真：010-66090016 邮编：100005 北京国枫律师事务所 关于上海来伊份股份有限公司 2025 年第三次临时股东会的 法律意见书 国枫律股字[2025]A0501 号 致：上海来伊份股份有限公司（贵公司） 北京国枫律师事务所（以下简称"本所"）接受贵公司的委托，指派律师出席并见 证贵公司 2025 年第三次临时股东会（以下简称"本次会议"）。 本所律师根据《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》"）、《律师事务所从事证券法律业务管理办法》（以下简称"《证券法律 业务管理办法》"）、《律师事务所证券法律业务执业规则（试行）》（以下简称"《证券法 律业务执业规则》"）等相关法律、行政法规、规章、规范性文件及《上海来伊份股份有 限公司章程》（以下简称"《公司章程》"）的规定，就本次会议的召集与召开程序、召 集人资格、出席会议人员资格、会议表决程序及表决结果等事宜，出具本法律意见书 ...

Core Viewpoint - The expansion of the service consumption market has become a crucial force in driving domestic demand, with companies needing to innovate and diversify to tap into this potential [1] Group 1: Opportunities from Policy - The policy issued by the Ministry of Commerce and other departments injects strong momentum into the service consumption market and presents new development opportunities for enterprises [2] - Companies are encouraged to innovate consumption scenarios and expand the supply of quality services to meet diverse consumer demands [2] Group 2: Multi-Industry Integration - Companies are advised to actively participate in promotional activities like "Service Consumption Season" and collaborate with well-known IPs to create new consumption scenarios that integrate travel, culture, sports, and health [3] - Cultural tourism and related institutions are encouraged to extend operating hours and explore innovations in night operations and exhibitions [3] Group 3: Digital Service Ecosystem - Utilizing digital technology to build an online and offline linked digital service ecosystem is key to enhancing market competitiveness [4] - Companies should accelerate digital transformation and develop service products tailored for international tourists, leveraging policies like visa-free entry [4] - It is recommended that companies actively apply for funding support for public service facilities in culture and sports, and utilize financial tools to broaden financing channels [4]

Core Viewpoint - The company is facing challenges in its performance due to emerging channel impacts and a decline in store numbers, prompting strategic adjustments to improve profitability and operational efficiency [1][2]. Group 1: Store Optimization and Strategy - The company has proactively adjusted its store structure, resulting in a total of 2,979 stores by the end of the first half, a year-on-year decrease of 14.2% [1]. - The strategy focuses on optimizing traditional small direct-operated stores and expanding franchisee partnerships, while also investing in new store formats based on lifestyle standards [1]. - The company aims to enhance store profitability through innovation in product categories and digital transformation of existing stores to reduce costs and improve efficiency [1]. Group 2: Financial Support for Franchisees - The company plans to provide financial support of up to 50 million yuan to franchisees in key cities or regions to alleviate liquidity pressures, particularly during the nurturing phase of new stores and expansion of mature ones [2]. - Financial assistance will be limited to 1 million yuan per franchise or joint venture store, with a maximum of 5 million yuan for any single franchisee or related party [2]. - The company will submit this financial support initiative for shareholder approval as a precautionary measure [2]. Group 3: Financial Performance - In the first half of the year, the company reported revenue of 1.94 billion yuan, representing a year-on-year increase of 8.21% [3]. - The net profit attributable to shareholders was a loss of 50.68 million yuan, compared to a profit of 14.92 million yuan in the same period last year [3].

Core Viewpoint - The pet industry is witnessing a significant merger as Yiyi Co., Ltd. plans to acquire Gao Ye Jia, a pet food company, to expand its business into the pet food sector, leveraging synergies in supply chain and marketing [1][9]. Company Overview - Yiyi Co., Ltd. has seen its stock price increase by 118.9% this year, closing at 34.85 yuan with a market capitalization of approximately 6.4 billion yuan as of October 13 [2]. - The company specializes in pet hygiene products and has established a strong supply chain and sales channel in this sector [1][5]. Acquisition Details - Yiyi Co. is in the process of planning a share issuance and cash payment to acquire Gao Ye Jia, which is currently in the discussion phase with no formal agreement signed yet [1]. - Gao Ye Jia, founded in 2020, focuses on pet food retail and has a registered capital of 1.2 million yuan, with its main product being probiotic cat food [3][5]. Market Context - The pet food market in China is projected to reach 166.8 billion yuan in 2024, with a year-on-year growth of 7.54%, indicating a robust growth trajectory for the sector [9][10]. - The overall pet economy is experiencing rapid growth, driven by changing consumer attitudes and an increase in pet ownership, with the urban pet population expected to reach 124 million by 2024 [9]. Strategic Positioning - Yiyi Co. has previously invested in the pet sector through an industrial fund, indicating a strategic focus on expanding its footprint in various pet-related segments, including cat litter and pet pharmaceuticals [7]. - The company aims to integrate resources and expand into essential pet products, preparing for future growth opportunities [7]. Industry Dynamics - The pet food segment is currently the largest in the pet economy, but the market remains fragmented with low concentration among leading brands [10]. - The entry of various listed companies into the pet sector suggests a search for new growth avenues amid stagnation in their primary businesses [10][11].

Core Insights - The company has implemented an AI-driven sales management platform that has improved sales forecasting accuracy by 30% and data adoption rates by 40% [1] - The company has provided financial support of up to 50 million for franchisees, aimed at alleviating liquidity pressures and strengthening collaboration [2] - The company is expanding its product categories and has seen positive growth in innovative categories, with instant food and beverage segments growing by 16.1% and 6.9% year-on-year, respectively [2] Group 1 - The company launched a "Store Sales Planning Management Platform" in May, integrating franchisees into a unified framework and enhancing supply chain efficiency through AI [1] - The company added 44 new distributors in the first half of 2025, focusing on transportation hubs and educational scenarios [1] - The company has established a comprehensive early warning network with 51 intelligent warning models to enhance operational efficiency [1] Group 2 - The financial support provided to franchisees is limited to 1 million per store and 5 million for related parties, aimed at supporting new and expanding stores [2] - The company is actively developing new growth engines in various sectors, including beverages, dairy products, and prepared foods, with positive performance in innovative categories [2] - The company is deepening its exploration in non-food and cross-border categories to meet diverse consumer needs [2] Group 3 - The company has sufficient cash on hand, and short-term fluctuations in operating cash flow will not impact normal operations or future expansion plans [3] - Changes in gross margin are primarily due to the different profit structures associated with new business expansions [3]

Core Insights - The company is exhibiting contradictory actions in its capital operations, such as providing financial support to franchisees while facing significant cash flow pressures [3][4] - The strategic direction of the company appears unclear, as it has attempted various expansions into different markets without establishing a solid strategic focus [5][10] - The company is experiencing a decline in net profit despite an increase in revenue, indicating underlying issues in its business model [8][9] Financial Operations - The company has provided several million yuan in financial assistance to franchisees, marking the second such instance within six months [3] - There is a notable decrease in cash flow, with monetary funds significantly declining year-on-year [3] - The controlling shareholder has been frequently reducing their stake, raising concerns about the management's commitment to the company's strategy [3][4] Strategic Direction - The company has shifted its focus multiple times, from a previous ambitious plan to expand to thousands of stores to a more recent push into community retail [5][6] - The lack of a clear strategic positioning has led to a failure in expanding its store count, with a reduction in total stores observed [5][10] - The company is attempting aggressive expansion into community retail, but the profitability of its partners poses a significant challenge [6] Business Model Challenges - The company is caught in a cycle of increasing revenue without corresponding profit growth, highlighting flaws in its business model [8] - The rapid growth of the franchise business has negatively impacted overall gross margins, while food safety issues have harmed the brand's reputation [8][9] - The need for the company to explore new markets may indicate a loss of competitiveness in its core business [8][10] Strategic Recommendations - The company is advised to refocus on its core snack products rather than pursuing every market trend [11][12] - Emphasizing product quality, enhancing store experiences, and optimizing supply chain efficiency are critical for the company's recovery [11][12] - The immediate priority should be to determine what not to pursue, rather than merely seeking new opportunities [12]

Core Viewpoint - Shanghai Laiyifen Co., Ltd. disclosed the equity changes of its controlling shareholder and its concerted actions in a recent announcement, indicating a reduction in shareholding and the impact on the company's governance structure [1]. Shareholding Situation Before Reduction - Prior to the reduction plan, Shanghai Aiwu Enterprise Management Co., Ltd. held 177,109,500 shares, accounting for 52.96% of the total share capital. Its concerted actions held shares as follows: Shanghai Ying Shui Investment Management Co., Ltd. - Ying Shui Xun Yang No. 10 Private Securities Investment Fund (6,700,000 shares, 2.00%), Yu Ruifen (10,773,000 shares, 3.22%), Shanghai Hai Yong De Management Consulting Partnership (Limited Partnership) (8,555,400 shares, 2.56%), Shi Hui (4,073,000 shares, 1.22%), and Shanghai De Yong Run Yu Management Consulting Partnership (Limited Partnership) (2,784,600 shares, 0.83%) [2]. Reduction Plan and Implementation Results - The controlling shareholder planned to reduce its holdings from July 1, 2025, to December 31, 2025, by up to 10,032,724 shares (3% of total share capital) through centralized bidding or block trading. The actual reduction included 2,190,517 shares through centralized bidding and 3,340,000 shares through block trading, resulting in a total reduction of 2,340,517 shares, reducing the holding from 20,999,550 shares to 20,331,498.3 shares, and the holding percentage decreased from 62.79% to 60.80% [3][4]. Impact of Equity Changes - As of September 30, 2025, the reduction touched the 1% threshold but did not lead to a change in the controlling shareholder or actual controller. The governance structure and ongoing operations of the company remain unaffected, and the changes comply with previous commitments and do not trigger mandatory tender offer obligations [5].

证券代码：603777 证券简称：来伊份 公告编号：2025-069 上海来伊份股份有限公司 控股股东权益变动触及 1%刻度暨减持结果公告 控股股东及其一致行动人保证向本公司提供的信息真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 本公司董事会及全体董事保证公告内容与信息披露义务人提供的信息一致。 重要内容提示： 控股股东及其一致行动持股的基本情况 截至本公告披露之日，本次减持时间区间已届满。减持期间，爱屋企管通过 集中竞价交易方式累计减持公司股份 334.0517 万股，占公司总股本的 0.9989%； 通过大宗交易方式累计减持公司股份 334.0000 万股，占公司总股本的 0.9987%。 本次权益变动后，控股股东爱屋企管及其一致行动人合计持有公司股份数量由 20,999.5500 万股减少至 20,331.4983 万股，合计持股比例由 62.79%减少至 60.80%。 本次权益变动触及 1%的情况 2025 年 9 月 30 日控股股东爱屋企管通过集中竞价的方式减持公司股份 115.0000 万股，占公司总股本的 0.3439%，其持有公司股份数量从 20,446.4983 万股减少至 ...

证券代码：603777 证券简称：来伊份 上海来伊份股份有限公司 2025年第三次临时股东会 会议资料 $$\underline{{{-}}}\,\mathbf{O}\,\underline{{{-}}}\,\mathbb{H}\,\mathbb{H}\,\mathbf{+}\,\mathbb{H}$$ 2025年第三次临时股东会会议资料 2025年第三次临时股东会会议议程 | 序号 | 议案名称 | | --- | --- | | 非累积投票议案 | | | 1 | 关于《上海来伊份股份有限公司第三期员工持股计划（草案）》及其摘要的议案 | | 2 | 关于《上海来伊份股份有限公司第三期员工持股计划管理办法》的议案 | | 3 | 关于提请股东会授权董事会办理公司第三期员工持股计划有关事项的议案 | | 4 | 关于对外提供财务资助的议案 | 六、股东讨论、提问和咨询 七、推选监票人和计票人 2 一、主持人宣布会议开始 二、介绍股东到会情况 三、介绍公司董事、高管人员、见证律师的出席情况 四、主持人宣读会议须知 五、会议审议议案 八、现场投票表决 九、休会统计表决情况 十、宣读现场表决结果 十一、律师宣读关 ...