比京市东城区建国门内大街26 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 2024 年年度股东大会的 法律意见书 国枫律股字[2025]A0278 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 2024 年年度股东大会(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》、《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。 对本法律意见书的出具,本所律师特作如下声明: 1. 本所律 ...

证券代码：603777 证券简称：来伊份 公告编号：2025-046 上海来伊份股份有限公司 2024年年度股东大会决议公告 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 (二)股东大会召开的地点：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 | 291 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 204,272,340 | | 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（%） | 61.6936 | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大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，本次股东大会由董事长施永雷先生主持。本次股东大 会的召集、召开和表决方式符合《公司法》《公司章程》等法律、法 ...

Core Viewpoint - Shanghai Laiyifen Co., Ltd. is transitioning its store model from version 1.0 to 2.0, expanding store sizes and enhancing consumer experience to adapt to market competition and changing consumer preferences [2][3]. Group 1: Store Transformation - Laiyifen's 1.0 stores are approximately 30 square meters, while the new 2.0 stores will range from 80 to 120 square meters [2]. - The company plans to introduce various store types, such as Laiyifen Life and Laiyifen Mall, to cater to different consumer scenarios [2]. - The Laiyifen Life stores will be larger (≥100 square meters) and offer a wider range of products, focusing on community life characteristics [3]. Group 2: Operational Efficiency - Laiyifen currently operates 70 Laiyifen Life stores, which have improved operational efficiency and reduced fixed cost allocation through enhanced product display and increased repurchase rates [3]. - The company aims to adjust the structure of its direct and franchise stores, increasing the proportion of franchise stores [3]. - As of the end of 2024, Laiyifen had 1,485 direct stores (48%) and 1,600 franchise stores (52%) [3]. Group 3: Brand and Marketing Strategy - Laiyifen is integrating supply chain, brand marketing, and business team resources to respond quickly to the needs of the younger consumer demographic [3]. - Major initiatives are expected to be launched in Q3 2023, including deepening IP collaborations and enhancing online content marketing [3]. Group 4: E-commerce Development - Laiyifen's e-commerce revenue accounted for only 6.29% of total revenue, significantly lower than competitors like Good Products (41.27%) and Three Squirrels (69.73%) [4]. - The company plans to balance its multi-channel development and focus on brand and IP collaborations rather than low-price competition [4]. - The core development direction for e-commerce this year will revolve around "gift boxes + IP + peripherals," with significant growth expected in online sales by September [4].

Group 1: Guizhou Moutai - Guizhou Moutai announced the adjustment of the venue for the 2024 annual shareholder meeting due to the number of registered attendees exceeding the original venue capacity [1] Group 2: Zhangyu A - Zhangyu A's management acknowledged shortcomings in positioning and marketing, which contributed to the decline in performance, and emphasized the need for improvement [2] - The company aims to achieve 1 billion revenue from overseas wineries despite current challenges [2] Group 3: Huiquan Beer - Huiquan Beer discussed avoiding competition with Yanjing Beer, highlighting the importance of base market effects and sales radius in the beer industry [3] - The company plans to strengthen its market presence in Fujian and Jiangxi while expanding its overall market reach [3] Group 4: Dairy Industry - "Raising a Cow" launched a new children's brand "Moo Star" with three A2 type pure milk products targeting children aged 1-12 [4] Group 5: Food and Beverage - Qiaqia Foods clarified that it has no plans for a liquor business and is set to launch a new ice cream product next month [5] - Wahaha confirmed the termination of its contract with a co-packer due to quality issues found in some batches of bottled water [6] Group 6: Zhongju High-tech - Zhongju High-tech reported an expected improvement in sales for Q2 compared to Q1, with a decrease in inventory levels and recovery in sales across regions [7][8] Group 7: Farmer Spring - Farmer Spring introduced a new product, Chenpi White Tea beverage, on its Tmall flagship store [9] Group 8: Golden Dragon Fish - Golden Dragon Fish stated that its health products generally have higher profit margins than regular grain and oil products, which is expected to contribute to sales growth and profit [10] Group 9: Sanquan Foods - Sanquan Foods announced plans to absorb and merge its subsidiary Zhengzhou Fast Kitchen to optimize resource allocation and improve operational efficiency [11] Group 10: Laiyifen - Laiyifen addressed consumer concerns regarding a product issue, stating that they have taken swift action to investigate and resolve the matter [12] Group 11: Liziyuan - Liziyuan plans to focus on milk powder and dairy product production and sales while extending into the upstream supply chain [13] Group 12: Huiyuan Juice - Huiyuan Juice refuted negative online claims about its business, asserting that its operations have been improving since its restructuring in 2022 [14] Group 13: Walmart - Walmart reported Q1 2026 total revenue of $165.6 billion, with a 2.5% year-on-year increase, and a significant growth in its China e-commerce business [17]

Core Viewpoint - The incident involving a "bloodied" zongzi (sticky rice dumpling) from the well-known snack brand Laiyifen has cast a shadow over the zongzi market just before the Dragon Boat Festival, raising concerns about product quality and safety [3][7][10]. Company Responses - Both Laiyifen and its supplier, Wufangzhai, have responded actively to the incident, with Laiyifen promising to cover any medical expenses for consumers affected by the contaminated product and recalling the affected batch [10][11]. - Wufangzhai has stated that their internal protocols prevent injured employees from handling food directly and that they use specialized blue bandages for non-direct food contact areas [12][13]. Market Impact - The incident could negatively affect the sales of both companies during the peak zongzi season, particularly for Wufangzhai, which relies heavily on zongzi sales for revenue [15]. - In 2024, the zongzi market is expected to exceed 10 billion yuan, but competition is increasing with new brands and retailers entering the market, potentially eroding Wufangzhai's market share [16]. Financial Performance - Wufangzhai's zongzi revenue fell to 1.579 billion yuan in 2024, a decrease of 361 million yuan from the previous year, marking the lowest level since 2019 [17]. - The company's overall revenue dropped by 14.57% to 2.251 billion yuan in the previous year, representing its worst performance since it began disclosing financial results in 2018 [19]. - Laiyifen's revenue also declined by 15.25% to 3.370 billion yuan, with a net loss of 75.27 million yuan, the largest loss in its history [20]. Strategic Initiatives - Laiyifen is attempting to diversify its business by entering new markets such as sauce, sparkling water, and coffee, but these efforts have not yet yielded significant results [20]. - The company has launched a "Laiyifen 2.0" initiative to create a community lifestyle platform, expanding its product offerings beyond snacks to include prepared meals, fresh produce, and daily necessities [20][21]. - Despite ambitious growth plans, Laiyifen's store count decreased to 3,085 in 2024, down by 600 from the beginning of the year, indicating challenges in achieving its strategic goals [22][23].

Core Viewpoint - The recent incident involving a "bloody zongzi" has cast a shadow over the zongzi market, potentially impacting the sales of both Laiyifen and Wufangzhai during the upcoming Dragon Boat Festival [1][4]. Company Responses - Laiyifen has actively engaged with consumers, promising to cover any medical expenses arising from the incident and has taken measures to withdraw the affected batch of products from the market [6]. - Wufangzhai has stated that they follow strict internal protocols to prevent contamination, including the use of specialized bandages for employees [6]. Market Impact - The incident could adversely affect the sales of both companies during the peak zongzi season, particularly for Wufangzhai, which relies heavily on zongzi for revenue [9]. - Wufangzhai's zongzi sales accounted for over 70% of its revenue in recent years, with the second quarter being crucial, contributing to over 60% of annual income [9]. Financial Performance - Wufangzhai's zongzi revenue for 2024 was reported at 1.579 billion yuan, a decrease of 361 million yuan compared to the previous year, marking the lowest level since 2019 [9]. - The overall revenue for Wufangzhai in the previous year was 2.251 billion yuan, reflecting a year-on-year decline of 14.57%, the worst performance since public disclosures began in 2018 [9]. Company Strategies - Laiyifen has been struggling with performance, reporting a 15.25% decline in revenue to 3.370 billion yuan last year, with a net loss of 75.27 million yuan [10]. - The company has attempted to diversify its offerings by entering new markets such as sauces, sparkling water, and coffee, but these efforts have not yielded significant results [10]. - Laiyifen is now pursuing a "Laiyifen 2.0" strategy, aiming to create a community lifestyle platform that integrates various consumer goods beyond snacks [10][11]. Store Expansion - Laiyifen's ambitious "Wanjia Denghuo" strategy aimed for over 10,000 stores by 2023, but as of 2024, the number of stores has decreased to 3,085, down by 600 from the beginning of the year [11].

Core Viewpoint - Shanghai Laiyifen Co., Ltd. is actively adapting to market changes and focusing on strategic optimization to enhance its operational efficiency and market presence in the competitive snack food industry. Group 1: Business Performance and Strategy - The company reported a total of 30,85 stores by the end of 2024, a decrease of 16.28% year-on-year, with 1,485 direct-operated stores and 1,600 franchised stores, indicating a shift towards a franchise model [7][8]. - The company aims to deepen its "Wanjia Denghuo" strategy by optimizing store profitability and expanding brand recognition through franchise promotions [7][8]. - The core area of Shanghai saw a 21.6% increase in performance compared to the previous year, highlighting the success of the company's distribution business [8]. Group 2: Product and Quality Management - The company has launched over 800 products with traceability codes for more than 700 items, achieving a warehouse inspection pass rate of 99.10% and a third-party inspection pass rate of 99.67% [10]. - Laiyifen emphasizes food safety and quality, aiming to provide high-quality, cost-effective snacks through a well-managed supply chain [10][11]. Group 3: Marketing and Brand Development - The company has adopted a health-oriented marketing strategy, promoting low-sugar, low-fat, and low-calorie snacks, and has been recognized as a leader in the healthy snack market [12]. - Laiyifen has engaged in cross-industry collaborations, such as partnerships with popular mobile games and artists, to enhance brand visibility and appeal to younger consumers [12][19]. Group 4: Digital Transformation and Management - The company is implementing a CRM management system in collaboration with Tencent to enhance digital marketing capabilities and improve store performance [15]. - Laiyifen is focusing on lean management practices to optimize organizational efficiency and align employee incentives with business performance [15][20]. Group 5: Future Plans and Goals - The company plans to continue expanding its store network while enhancing its product offerings to meet diverse consumer needs, particularly in the health snack segment [18][19]. - Laiyifen aims to strengthen its capital operation platform to support sustainable growth and enhance shareholder value [20].

证券代码：603777 证券简称：来伊份 上海来伊份股份有限公司 2024年年度股东大会 会议资料 二〇二五年五月 2024年年度股东大会会议资料 上海来伊份股份有限公司 2024年年度股东大会会议议程 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、监事、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 | 序号 | 议案名称 | 投票股东类型 | | --- | --- | --- | | | | A股股东 | | | 非累积投票议案 | | | 1 | 2024年度董事会工作报告 | √ | | 2 | 2024年度独立董事述职报告 | √ | | 3 | 2024年度监事会工作报告 | √ | | 4 | 2024年年度报告及其摘要 | √ | | 5 | 2024年度财务决算报告 | √ | | 6 | 关于2024年度拟不进行利润分配的议案 | √ | | 7 | 关于续聘2025年度财务审计机构和内部控制审计机构的议案 | √ | | 8 | 关于公司董事及高级管理人员年度薪酬的议案 | √ | | 9 | 关于公司监事年度薪酬的议案 | √ | 六、股东讨 ...

Core Viewpoint - The incident involving a consumer finding a suspected blood-stained band-aid in a rice dumpling from Lai Yi Fen has raised significant food safety concerns, prompting responses from both Lai Yi Fen and its production partner, Wu Fang Zhai [1][2][3]. Group 1: Company Responses - Lai Yi Fen has acknowledged the issue and has taken immediate action by forming a special task force to investigate the matter and has initiated a full chain investigation [3][6]. - The company has removed the affected batch of rice dumplings from shelves and is offering consumers the option for refunds or exchanges, along with additional compensation [3][6]. - Wu Fang Zhai has also established a special task force to address the situation and is cooperating with relevant departments for inspections [7]. Group 2: Financial Performance - Lai Yi Fen reported a revenue decline of 15.25% in 2024, totaling 3.37 billion yuan, and transitioned from profit to a net loss of 75.27 million yuan [9]. - The company has seen a net reduction of 600 stores, bringing the total to 3,085 by the end of 2024 [9]. - Wu Fang Zhai experienced a revenue drop of 14.57% in 2024, with total revenue around 2.25 billion yuan, and a net profit of approximately 142 million yuan, also reflecting a decline [10]. Group 3: Production and Quality Control - Wu Fang Zhai has stated that all production processes have designated quality inspectors, and employees with hand injuries are prohibited from handling food directly [7]. - The company uses specialized blue band-aids that can be identified if used by non-food handling staff, ensuring better quality control [7].

Company Developments - Luckin Coffee has launched a new round of franchise recruitment, targeting over 800 specific locations across 186 cities in China, with more than 500 locations already approved and over 400 stores opened as of April this year [1] - Three Squirrels has acknowledged a reduction in the number of distributors, with a 20% decrease over the past two years, and plans to optimize distributor management services to enhance cooperation and satisfaction [3] - BR Foods from Brazil plans to open a factory in China on May 15, focusing on producing hamburgers, chicken nuggets, and bacon using Brazilian meat [4] - Qingdao Beer Group will integrate its beverage business after merging with Qingdao Beverage Group, ensuring no competition among similar products [4] - Kweichow Moutai has stated there are currently no plans for a Hong Kong stock listing [5] - Anheuser-Busch announced a $300 million investment plan in its U.S. factories, equivalent to approximately 2.1 billion RMB, as part of a broader strategy to enhance operations and meet consumer demands [5] Industry Trends - The Chinese beverage industry is undergoing significant changes, with five major shifts identified: global upheaval, China's rise, a new industrial cycle, technological advancements, and changes in the new generation [3][4] - Nestlé Italy is focusing on the silver economy, with 35%-38% of sales coming from consumers aged 50-65, and plans to invest 1.5%-2% of revenue in R&D to improve product quality for older consumers [6] - Ferrero North America is set to launch its largest innovation initiative, introducing new square-shaped Ferrero Rocher chocolates and a new peanut flavor of Nutella [6] Regulatory and Economic Developments - The U.S. and China have made significant progress in trade talks, with the U.S. canceling 91% of tariffs and China reciprocating, which is expected to benefit producers and consumers in both countries [8]