一、会议召开和出席情况 （一）会议召开情况 证券代码：300959 证券简称：线上线下 公告编号：2025-071 无锡线上线下通讯信息技术股份有限公司 2025 年第三次临时股东会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 特别提示： 1.本次股东会未出现否决提案的情形。 2.本次股东会不涉及变更以往股东会已通过的决议。 1.现场会议召开时间：2025年11月26日（星期三）下午15:00 2.网络投票时间：2025年11月26日（星期三），其中： （1）通过深圳证券交易所（以下简称"深交所"）交易系统进行网络投票的 时间为2025年11月26日（星期三）上午9:15-9:25，9:30-11:30，下午13:00-15:00； （2）通过深交所互联网系统投票的具体时间为2025年11月26日（星期三） 上午9:15至下午15:00期间的任意时间。 3.现场会议召开地点：深圳市南山区科技南路18号深圳湾万丽酒店4楼董事 会议室 截至本次股东会股权登记日，公司总股本为80,367,800股，其中公司回购专 4.召开方式：现场表决与网络投票相结合的 ...

上海市锦天城律师事务所 关于无锡线上线下通讯信息技术股份有限公司 2025 年第三次临时股东会的 法律意见书 法律意见书 致：无锡线上线下通讯信息技术股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受无锡线上线下通讯信息 技术股份有限公司（以下简称"公司"）的委托，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》"）等法律、法规、规范 性文件和《无锡线上线下通讯信息技术股份有限公司章程》（以下简称"《公司 章程》"）的有关规定，指派律师列席公司 2025 年第三次临时股东会（以下简 称"本次股东会"），对本次股东会相关事项进行见证，并依法出具本法律意见 书。 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 层 电话：02120511000 传真：02120511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于无锡线上线下通讯信息技术股份有限公司 2025 年第三次临时股东会的 本法律意见书仅就本次股东会的召集和召开程序、出席 ...

Core Insights - The 9th CCEA National Camp Education Conference recently concluded in Shaoxing, Zhejiang, featuring various activities including keynote speeches, roundtable forums, workshops, and the release of the 2025 National Camp Education Industry White Paper [1][2][5] Group 1: Conference Highlights - The conference lasted four days and included a variety of events such as keynote lectures, roundtable discussions, and a technology exhibition [1] - Keynote speakers addressed topics like global trends, policy interpretation, AI in education, and psychological growth [1] - The conference attracted over 800 industry participants on-site and over 10,000 online attendees, indicating strong interest in camp education [5] Group 2: Policy and Industry Development - A significant focus was on the evolution of camp education policies since 2016, emphasizing the integration of education with practical labor and social practice [1] - The "New Media and New Technology" forum reached a consensus on the importance of technology empowering rather than replacing education [1] - The conference also highlighted the need for a collaborative ecosystem in the industry to ensure sustainable development during transformative periods [1] Group 3: Future Events and Collaborations - The 2026 ICC World Camp Conference is scheduled to be held in Zhangjiakou, Hebei, from November 6 to 10, 2026, marking the first time the event will take place in mainland China [5] - CCEA and the Asia Data Group established a partnership to enhance the future of the World Camp Conference and the industry ecosystem [2]

Core Insights - The forum "2025 New Consumption Summit" highlighted the importance of high-quality and sustainable consumption in China's market, with Beijing Plant Doctor Biotech Co., Ltd. winning the "New Consumption Scene Pioneer Award" for its innovative approach [1] Company Summary - Beijing Plant Doctor has redefined beauty consumption by integrating services into products, addressing the industry's price war and consumer trust issues [1][2] - The company launched a service package priced at 29.9 yuan, combining various beauty services into a single offering, achieving over 500,000 sales across platforms [1][2] - The service model creates a seamless online-to-offline experience, allowing consumers to purchase packages online and redeem them at physical stores [1][2] Industry Summary - The beauty industry is facing challenges due to homogenization and price competition, but Plant Doctor's approach offers a new path forward [1][3] - The company's success demonstrates that offline stores can be a competitive advantage rather than a cost burden, emphasizing the importance of service and experience in driving growth [3] - As more brands explore the integration of products and services, the beauty industry is expected to transition from price competition to value creation, fostering healthier and more sustainable growth [3]

Core Insights - The communication services sector experienced a slight increase of 0.26% on November 25, with Chaoxun Communication leading the gains [1] - The Shanghai Composite Index closed at 3870.02, up 0.87%, while the Shenzhen Component Index closed at 12777.31, up 1.53% [1] Stock Performance - Chaoxun Communication (603322) closed at 48.20, with a rise of 7.35% and a trading volume of 140,800 shares, amounting to a transaction value of 658 million [1] - Online and Offline (300959) saw a closing price of 129.74, increasing by 6.54% with a trading volume of 54,100 shares, totaling 704 million [1] - Other notable performers included: - Erli San (002467) at 6.63, up 3.59% [1] - Dataport (603881) at 36.47, up 3.58% [1] - Nanling Technology (300921) at 24.27, up 3.14% [1] Fund Flow Analysis - The communication services sector saw a net outflow of 477 million from institutional investors, while retail investors contributed a net inflow of 454 million [2] - Notable stock fund flows included: - China Mobile (600941) with a net outflow of 46.68 million from institutional investors [3] - Erli San (002467) with a net inflow of 38.94 million from institutional investors [3] - Online and Offline (300959) with a net inflow of 31.11 million from institutional investors [3]

Core Insights - The China International Health Nutrition Expo (NHNE) was successfully held from November 19 to 21, attracting over 120,000 visitors and showcasing new products from over 30 countries and regions [1][2] Company Highlights - WonderLab showcased a diverse product matrix at the expo, including its flagship "Little Blue Bottle" probiotic, a combination of probiotics for different times of the day, and products targeting women's health [5][7] - The brand's independent sub-brand, grow by WONDERLAB, introduced two key products aimed at children's nutritional needs, providing tailored support for different growth stages [7] - As of July 2025, WonderLab's cumulative sales of probiotics across all platforms are expected to exceed 700 million bottles, with strong sales performance during the Double 11 shopping festival [9] Research and Development - WonderLab has established a complete R&D system covering micro-ecological research, functional raw material development, and product application, supported by proprietary strains [9] - The company collaborates with several universities and research institutions to innovate and apply core bacterial technology, enhancing its scientific credibility and product efficacy [10]

Core Viewpoint - The company, Online and Offline (300959.SZ), reported significant declines in revenue and profit for the first three quarters of 2025, indicating financial distress and operational challenges [1][2]. Financial Performance - For the first three quarters of 2025, the company achieved operating revenue of 470 million yuan, a year-on-year decrease of 46.84% [1][2]. - The net profit attributable to shareholders was 3.51 million yuan, down 72.05% compared to the previous year [1][2]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was -3.69 million yuan, reflecting a decline of 253.05% year-on-year [1][2]. - The net cash flow from operating activities was 439.78 million yuan, a significant drop of 89.52% compared to the same period last year [1][2]. Stock Market Performance - The company was listed on the Shenzhen Stock Exchange's ChiNext board on March 22, 2021, with an initial public offering of 20 million shares at a price of 41.00 yuan per share [2]. - On the first day of trading, the stock price peaked at 129 yuan but has since experienced a downward trend [2]. Fundraising and Use of Proceeds - The total amount raised during the IPO was 820 million yuan, with a net amount of 749.59 million yuan after deducting issuance costs [3]. - The company initially planned to raise 414.28 million yuan for projects related to "enterprise communication management platform construction," "distributed operation network construction," and "supplementing working capital" [3]. - The underwriting fees for the IPO amounted to 70.41 million yuan, with Guosen Securities receiving 51.20 million yuan for its underwriting and sponsorship services [3].

Core Viewpoint - The company, Online and Offline (300959.SZ), is facing a lawsuit involving its controlling shareholder, Shenzhen Shenlei Technology Co., Ltd., regarding a resolution passed at the 2024 annual general meeting concerning the acquisition of control over Online and Offline [1] Group 1: Lawsuit Details - The lawsuit was initiated by minority shareholders, Hainan Dangge Hual and Jiaxing Dangge Xinlei, who collectively hold 4.58% of Shenlei Technology's shares [1] - The plaintiffs claim that the acquisition resolution did not meet the requirement of being submitted 10 days in advance, violating the procedural regulations in the company's articles of association regarding temporary proposals, thus infringing on their rights to information and voting [1] - The first court hearing is scheduled for December 18, 2025, and Shenlei Technology is preparing for the legal proceedings [1] Group 2: Company Impact - Online and Offline stated that the lawsuit is a dispute between its controlling shareholder and its shareholders, and it is expected not to have a significant impact on the company's current financial performance [1] - However, as the case has not yet been heard, it remains uncertain whether the outcome will affect the company's control structure [1]

Group 1 - The stock price of Wuxi Online and Offline Communication Technology Co., Ltd. has dropped 5.24% to 118.07 CNY per share, with a total market capitalization of 9.489 billion CNY, and a cumulative decline of 17.33% over the past three days [1] - The company's main business includes mobile information services, which account for 89.34% of its revenue, followed by digital marketing services at 10.51% and other services at 0.15% [1] Group 2 - The Huiquan Qiyuan Future Mixed Fund A (014827) holds 800 shares of Wuxi Online and Offline, representing 0.55% of the fund's net value, ranking as the seventh largest holding [2] - The fund has experienced a floating loss of approximately 5,224 CNY today and a total floating loss of 20,900 CNY during the three-day decline [2] - The fund was established on September 5, 2023, with a current size of 12.9989 million CNY and has achieved a year-to-date return of 36.76% [2]

11月21日，线上线下跌13.03%，成交额10.78亿元。两融数据显示，当日线上线下获融资买入额1.01亿 元，融资偿还2.43亿元，融资净买入-1.42亿元。截至11月21日，线上线下融资融券余额合计3.81亿元。 融资方面，线上线下当日融资买入1.01亿元。当前融资余额3.81亿元，占流通市值的3.80%，融资余额 超过近一年90%分位水平，处于高位。 融券方面，线上线下11月21日融券偿还0.00股，融券卖出0.00股，按当日收盘价计算，卖出金额0.00 元；融券余量0.00股，融券余额0.00元，超过近一年90%分位水平，处于高位。 资料显示，无锡线上线下通讯信息技术股份有限公司位于江苏省无锡市高浪东路999号-8-C1-1201，成 立日期2012年9月14日，上市日期2021年3月22日，公司主营业务涉及移动信息服务,包括企业短信业务 以及少量的流量业务。主营业务收入构成为：移动信息服务89.34%，数字营销业务10.51%，其他(补 充)0.15%。 截至11月10日，线上线下股东户数1.26万，较上期减少22.26%；人均流通股4139股，较上期增加 28.63%。2025年1月-9月，线上 ...