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。 证券代码：603866 证券简称：桃李面包 公告编号：2025-036 桃李面包股份有限公司 关于公司控股股东及实际控制人解除股份质押的公 告 重要内容提示： 桃李面包股份有限公司（以下简称"公司"）控股股东及实际控制人之 一的吴学群先生持有公司股份 399,716,493 股，占公司总股本的 24.99%；本次 吴学群先生解除质押 107,000,000 股后，吴学群先生累计质押公司股份 67,000,000 股，占其所持公司股份总量的 16.76%，占公司总股本的 4.19%。 吴学群先生及其一致行动人持有本公司股份总数为 901,578,662 股，占 公司总股本的 56.36%。本次解除质押完成后，吴学群先生及其一致行动人控制 的股份累计质押 132,400,000 股，占其持有公司股份 14.69%，占公司总股本的 8.28%。 一、本次股份解除质押的具体情况 | 股东名称 | 吴学群 | | --- | --- | | 本次解除质押股份数量（股） | 107,000, ...

Core Viewpoint - The announcement indicates that Mr. Wu Xuequn, a controlling shareholder and actual controller of Tao Li Bread (603866), has released a pledge of 107,000,000 shares, which accounts for 26.77% of his holdings and 6.69% of the company's total share capital [1] Summary by Relevant Sections - **Share Pledge Details** - Mr. Wu Xuequn has cumulatively pledged 67,000,000 shares, representing 16.76% of his holdings and 4.19% of the company's total share capital [1] - After the release of the pledge, the total pledged shares amount to 132,400,000, which is 14.69% of his holdings and 8.28% of the company's total share capital [1] - **Ownership Structure** - Mr. Wu Xuequn and his concerted parties hold a total of 901,578,662 shares, which constitutes 56.36% of the company's total share capital [1]

Core Viewpoint - The baking industry in China is experiencing a significant downturn, with many once-popular brands rapidly closing stores and facing financial difficulties, indicating a shift from a booming market to a challenging environment [5][10][12]. Industry Overview - The baking market size is still growing, with a projected increase of 5.2% in 2024, reaching 110.5 billion yuan [17]. - In 2024, there were 103,000 new baking stores opened, but 95,000 closed, resulting in a net increase of only 8,000 stores [11]. Brand Performance - Notable brands like Huanniu Cake House and Qingdao Royal Meifu have closed multiple locations, reflecting a broader trend of closures among previously successful brands [4][8]. - The "bread first stock" Taoli Bread saw its revenue growth decline from 6.24% to -9.93% over four years, with net profit shrinking by 31.58% [13]. - Yuan Zu Co. reported a nearly 13% decline in revenue and a nearly 10% drop in net profit in 2024 [15]. Market Dynamics - The rapid expansion of baking brands led to oversaturation and increased competition, resulting in price wars and reduced profit margins, with gross margins dropping to 5%-10% [18]. - The industry faces challenges such as high raw material and labor costs, significant rental pressures, and frequent quality control issues [18]. Consumer Behavior - Consumer preferences are evolving, with a focus on taste (44.3%), freshness (43.2%), and nutrition (39.6%) being the top factors influencing purchasing decisions [25]. - The rise of tea beverage giants and supermarkets entering the baking space poses additional competition for traditional baking brands [20]. Future Outlook - The industry is undergoing a significant restructuring, with established brands struggling while new entrants like UH Youhe and One Bagel are attempting to differentiate themselves through quality and health-focused offerings [25][26]. - Successful navigation of the next five years will depend on product innovation, quality control, and strategic expansion [26].

证券代码：603866 证券简称：桃李面包 公告编号：2025-035 桃李面包股份有限公司 关于公司控股股东及实际控制人股份质押的公告 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： | 股 | 是否 | | | | | | | | | 质押 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 东 | 为控 | 本次质押股 | 是否 | 是否 | 质押起 | 质押到 | | 占其所 | 占公司 | 融资 | | | | | 为限 | 补充 | | | 质权人 | 持股份 | 总股本 | | | 名 | 股股 | 数（股） | | | 始日 | 期日 | | | | 资金 | | | | | 售股 | 质押 | | | | 比例 | 比例 | | | 称 | 东 | | | | | | | | | 用途 | 1、本次股份质押基本情况 | | | | | | | | 质权人 | | | | | | | --- | --- ...

Core Insights - The article emphasizes the increasing consumer demand for high-quality food products amid consumption upgrades, highlighting the focus on finding trustworthy options in a complex food market [1][6] - Taoli Bread has effectively captured market demand by prioritizing "simplicity" and "freshness" in its product offerings, establishing a competitive edge in the traditional baking industry [1][3] Group 1: Competitive Advantages - Taoli Bread's core competitiveness stems from its precise understanding of the pain points in the traditional baking industry, particularly the limitations of fresh bread availability due to production capacity and distribution radius in the 1990s [1] - The company's "central factory + wholesale" model significantly reduces costs through large-scale production, creating a cost advantage and competitive moat while ensuring high product quality [3] - The implementation of digital technology enhances transparency and visibility throughout the production process, allowing for real-time tracking of raw material procurement, production, quality control, and product traceability [3][6] Group 2: Supply Chain Efficiency - Taoli Bread has developed a highly efficient and precise logistics system, which is a core competitive advantage, featuring a two-tier logistics system that supports a fast-moving consumer goods supply chain [5] - The first-tier logistics primarily utilizes the company's own transportation fleet to manage the distribution from factories to large supermarkets, ensuring timely delivery and product freshness [5] - The company's extensive network of over 20 production bases and efficient supply chain further establishes a new benchmark in health and efficiency within the baking industry [6]

Core Viewpoint - The article discusses the governance structure and recent developments at Tao Li Bread, highlighting the shift from a unified family control to a more decentralized decision-making process within the board of directors [5][6]. Shareholding Structure - Tao Li Bread exhibits a typical family-controlled structure, with four family shareholders holding a combined 56.36% of shares, led by Wu Xuequn with 24.99% and Wu Xueliang with 15.71% [3][4]. - The family has a diversified shareholding, preventing any single shareholder from having absolute control, despite the concentration of shares within the family [4]. Recent Governance Issues - A recent board meeting revealed a dissenting vote from Wu Xueliang against a proposal to increase credit limits, indicating potential governance issues within the family [5][6]. - The company has 24 production bases with a capacity of 49.35 million tons, but production has decreased by 11.03% compared to 2023 [5]. Historical Context - The shareholding evolution of Tao Li Bread can be divided into three phases: initial family control, consolidation during growth, and governance adjustments post-IPO [7][10]. - The company was founded in 1997 by Wu Zhigang and his second son, Wu Xuequn, and has undergone several ownership changes and expansions since then [10][11]. Financial Performance - The company has faced declining financial performance, with a revenue drop of 14.2% in Q1 2025 and a net profit decline of 27.1% [19]. - In 2024, revenue was 6.09 billion yuan, down 9.9% year-on-year, with net profit at 520 million yuan, a decrease of 9.1% [19]. ESG Disclosure - Tao Li Bread currently holds a B rating in ESG assessments, with governance scores being higher than social and environmental scores [21][23]. - The company has faced criticism for its lack of transparency in social and environmental responsibility disclosures, particularly regarding employee turnover and product quality complaints [25][27]. Information Disclosure - The company has maintained a cash dividend policy, with a planned payout ratio of 76.6% for 2024, aligning with regulatory expectations [28]. - Despite having a comprehensive information disclosure system, the quality of disclosures still requires improvement, as evidenced by a consistent B rating from the stock exchange over the past three years [28].

Group 1 - The core point of the announcement is the internal share transfer among the controlling shareholders and actual controllers of the company, which does not involve market reduction [1][2] - As of the announcement date, the controlling shareholder and actual controller Mr. Wu Zhigang holds 119,533,982 shares, approximately 7.47% of the total share capital; Mr. Wu Xuequn holds 399,716,493 shares, about 24.99%; and Mr. Wu Xueliang holds 251,327,570 shares, around 15.71% [1] - The internal transfer plan was disclosed on April 25, 2025, and involved Mr. Wu Zhigang transferring a total of 10,314,400 shares (0.64% of total shares) to Mr. Wu Xuequn and 21,679,900 shares (1.36% of total shares) to Mr. Wu Xueliang [1][2] Group 2 - The shareholding ratio of the controlling shareholders and actual controllers, along with their concerted actions, remains unchanged at 63.14% after the internal transfer [2] - The internal transfer plan has been fully implemented, and it aligns with the previously disclosed internal transfer plan [2] - The internal transfer was completed within the specified time frame and met the minimum transfer quantity [2]

证券代码：603866 证券简称：桃李面包 公告编号：2025-034 重要内容提示： 控股股东及实际控制人持股的基本情况 截至本公告披露日，桃李面包股份有限公司（以下简称"公司"）控股股东 及实际控制人吴志刚先生持有公司股份 119,533,982 股,约占公司总股本的 7.47%；控股股东及实际控制人吴学群先生持有公司股份 399,716,493 股，约占 公司总股本的 24.99%；控股股东及实际控制人吴学亮先生持有公司股份 251,327,570 股，约占公司总股本的 15.71%。 内部转让计划的实施结果情况 公司于 2025 年 4 月 25 日披露了《桃李面包控股股东及实际控制人内部转让 股份计划公告》（公告编号：2025-027）。在内部转让计划实施期间内，公司控 股股东及实际控制人吴志刚先生通过大宗交易方式向其次子吴学群先生转让股 份数量合计 10,314,400 股，占公司股份总数的 0.64%，向其三子吴学亮先生转 让股份 21,679,900 股，占公司股份总数的 1.36%。本次转让系控股股东及实际 控制人之间的内部转让，不涉及向市场减持，本次内部转让计划已经实施完毕。 一、内部转让 ...

Overview - The company intends to deregister its wholly-owned subsidiary, Taiyuan Taoli Bread Co., Ltd, to optimize resource allocation and asset structure, reduce management costs, and improve operational efficiency [1][3]. Company Details - Taiyuan Taoli Bread Co., Ltd has total assets of 56.25 million yuan and total liabilities of 4.62 million yuan as of March 31, 2025. The owner's equity stands at 51.64 million yuan [2]. - The subsidiary reported a revenue of 1.54 million yuan and a net profit of 0.12 million yuan for the first quarter of 2025, compared to a revenue of 6.14 million yuan and a net profit of 0.52 million yuan for the entire year of 2024 [2]. Reasons for Deregistration - The decision to deregister the subsidiary aligns with the company's current operational situation and future business development plans, aiming to enhance resource allocation and operational efficiency [3]. Impact of Deregistration - The deregistration of the subsidiary is not expected to have a significant impact on the company's overall business development and profitability. The scope of the consolidated financial statements will change, but it will not materially affect the financial statements or harm the interests of the company and its shareholders [3][4]. Authorization - The board of directors has authorized the management to handle the necessary legal procedures for the deregistration of the subsidiary [4].

Group 1 - The company plans to apply for an additional comprehensive credit limit of 200 million RMB from Shanghai Pudong Development Bank to meet operational funding needs [1][2] - The total planned credit limit from banks after this application will amount to 3.3 billion RMB, with the management authorized to handle financing matters within this limit [2] - The credit limit from various banks includes: 600 million RMB from China Merchants Bank, 500 million RMB from Bank of China, 300 million RMB from Industrial Bank, 200 million RMB from Minsheng Bank, 200 million RMB from CITIC Bank, 500 million RMB from China Construction Bank, 500 million RMB from Agricultural Bank of China, 300 million RMB from China Everbright Bank, and 200 million RMB from Shanghai Pudong Development Bank, all with a one-year term [2]