一、交易概述 孩子王儿童用品股份有限公司（以下简称"公司"）拟受让关联方五星控股 集团有限公司（以下简称"五星控股"）持有的江苏星丝域投资管理有限公司（以 下简称"江苏星丝域"）65%股权。为强化产业协同和资源整合，西安巨子生物 基因技术股份有限公司（以下简称"巨子生物"）、自然人陈英燕、王德友拟同 时受让五星控股持有的江苏星丝域 10%、8%及 6%的股权，本次股权转让完成后， 江苏星丝域将成为公司的控股子公司，鉴于本次股权转让前江苏星丝域的注册资 本尚未实缴，且无实际经营活动，因此本次股权转让中，公司、巨子生物、陈英 燕及王德友受让江苏星丝域股权的价格均为 0 元。具体内容详见公司 2025 年 6 月 7 日于巨潮资讯网（http://www.cninfo.com.cn）上披露的《关于收购关联方股 权暨与关联方共同收购丝域实业 100%股权的公告》（公告编号：2025-050）。 二、进展情况 证券代码：301078 证券简称：孩子王 公告编号：2025-057 孩子王儿童用品股份有限公司 关于江苏星丝域完成工商变更登记的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误 ...

北京市汉坤律师事务所 关于 孩子王儿童用品股份有限公司 2025年第一次临时股东会 的 法律意见书 汉坤（证）字[2025]第 22219-7-O-2 号 中国北京市东长安街 1 号东方广场 C1 座 9 层 100738 电话：(86 10) 8525 5500；传真：(86 10) 8525 5511 / 8525 5522 北京 上海 深圳 海口 武汉 香港 新加坡 纽约 硅谷 www.hankunlaw.com 北京市汉坤律师事务所 法律意见书 北京市汉坤律师事务所 关于孩子王儿童用品股份有限公司 2025年第一次临时股东会的法律意见书 汉坤（证）字[2025]第22219-7-O-2号 致：孩子王儿童用品股份有限公司 北京市汉坤律师事务所（以下简称"本所"）接受孩子王儿童用品股份有限公司 （以下简称"公司"或"孩子王股份"）委托，指派本所律师对公司 2025 年第一次临时 股东会（以下简称"本次股东会"）进行法律见证。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》"） 等有关法律、法规和规范性文件以及《孩子王儿童用品股份有限公司章程》（以下 ...

证券代码：301078 证券简称：孩子王 公告编号：2025-056 孩子王儿童用品股份有限公司 2025 年第一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、完整，没有虚假记载、误 导性陈述或者重大遗漏。 特别提示： 1、本次股东会未出现否决议案的情形； 2、本次股东会不涉及变更前次股东会决议。 一、会议召开和出席情况 （一）会议召开时间 1、现场会议召开时间为：2025 年 6 月 23 日下午 14:30。 2、网络投票时间：2025 年 6 月 23 日。 其中通过深圳证券交易所交易系统进行网络投票的具体时间为：2025 年 6 月 23 日 9:15-9:25，9:30-11:30 和 13:00-15:00； 通过深圳证券交易所互联网投票系统投票的具体时间为：2025 年 6 月 23 日 9:15 至 15:00 期间的任意时间。 （二）召开地点：江苏省南京市江宁区运粮河东路 701 号孩子王 D 栋 3 楼 会议室。 （三）召开方式：本次会议采取现场表决与网络投票相结合的方式召开。 现场投票：股东本人出席现场会议或者委托他人出席现场会议行使表决权； （六）本次会议的 ...

Group 1 - The core index of the China Securities Index for Food and Major Consumer Goods Retail has shown a decline of 2.40% over the past month, 6.58% over the past three months, and 6.48% year-to-date [1] - The index is composed of listed companies in the food and drug retail sector, reflecting the overall performance of these companies, with a base date of December 31, 2004, set at 1000.0 points [1] - The top ten weighted companies in the index include Yonghui Supermarket (6.61%), Digital China (6.21%), Wancheng Group (4.68%), Shanghai Pharmaceuticals (4.41%), Yifeng Pharmacy (4.32%), Jiuzhoutong (3.86%), Kidswant (3.41%), Sinopharm (3.25%), Wangfujing (3.17%), and TianKang (3.09%) [1] Group 2 - The market segments represented in the index include 43.94% in pharmaceutical commerce, 21.32% in supermarkets and convenience stores, 20.29% in specialty retail, and 14.46% in department stores [2] - The index samples are adjusted biannually, with adjustments occurring on the next trading day after the second Friday of June and December each year [2] - In special circumstances, the index may undergo temporary adjustments, such as when a sample company is delisted or undergoes mergers, acquisitions, or splits [2]

Group 1: Core Insights - The phenomenon of "first store economy" is reshaping consumer markets, acting as a core engine for brand activation and redefining commercial value through innovative experiences [2][5] - The launch of Kidswant Ultra, a flagship store in Shanghai, emphasizes emotional value and shared growth in parenting, catering to the evolving needs of modern parents [3][4] Group 2: Market Trends - The "precise parenting" trend is colliding with "consumer rationality" in the trillion-dollar maternal and child market, calling for new solutions in the first store economy [3][8] - Z-generation parents are redefining necessities, willing to pay a premium for emotional value and personalized experiences [8][11] Group 3: Kidswant Ultra Store Features - Kidswant Ultra store features over 550 solutions and nearly 4000 product SKUs, collaborating with over 21 short-chain suppliers to meet diverse consumer needs [21] - The store includes unique thematic areas such as the "AI Smart Toy Zone" and "Health Snack Pavilion," enhancing the shopping experience through interactive and educational elements [16][17] Group 4: Strategic Initiatives - Kidswant's "three expansion" strategy focuses on expanding product categories, service boundaries, and operational formats to maximize user lifecycle value [23][24] - The company aims to open over 20 new Ultra stores in first and new first-tier cities, leveraging the success of the Kidswant Ultra store as a model for future expansions [23][24]

Group 1: Industry Trends - The French Senate has passed a strict fast fashion bill aimed at imposing an ecological tax on clothing to curb overconsumption and environmental issues [1] - The luxury goods sector is deepening localization and experiential economy strategies, with brands like Bulgari establishing comprehensive after-sales centers and Louis Vuitton sponsoring cultural events to penetrate high-end consumer segments [1] - The industry is witnessing a shift towards sustainable development and localized services as new competitive barriers [1] Group 2: Corporate Developments - Chow Tai Fook reported a 17.5% year-on-year decline in revenue to HKD 89.656 billion for the fiscal year 2025, but operating profit increased by 9.8% to HKD 14.746 billion, driven by a surge in gold product sales [4] - Pinko's parent company announced a turnaround in Q1 with an EBITDA of EUR 5 million, adopting a "de-luxurization" strategy by closing stores and reducing costs [5] - Kidswant acquired Silky Hair for CNY 1.07 billion, expanding its reach in the maternal and infant market, despite facing cash flow pressures [7] Group 3: Mergers and Acquisitions - L'Oréal has acquired a controlling stake in Medik8 for approximately EUR 1 billion, focusing on the efficacy-driven skincare segment [10] - The H&M family has increased its stake in the company to nearly 64%, raising speculation about a potential privatization [8] Group 4: Market Performance - Kering's revenue fell by 14% year-on-year to EUR 3.883 billion in Q1 2025, with Gucci's same-store sales plummeting by 25%, impacting the group's stock price significantly [3] - The auction of a classic Hermès bag is expected to challenge previous records, highlighting the ongoing demand for luxury collectibles [11]

- The report discusses the **Volume Timing Signal** for broad-based indices, indicating a bullish view across all indices as of June 13, 2025[24][25] - The **HS300 Upward Stock Count Ratio Sentiment Indicator** is introduced, calculated as the proportion of HS300 constituent stocks with positive returns over the past N days. This indicator is effective in capturing upward opportunities but has limitations in predicting market downturns. As of June 13, 2025, the indicator shows a slight decline but remains above 60%, reflecting positive market sentiment[25][26] - The **HS300 Upward Stock Count Ratio Timing Strategy** applies two smoothing windows (N1=50, N2=35) to the sentiment indicator. When the short-term line exceeds the long-term line, it signals a bullish market view. As of June 13, 2025, both lines are trending downward, with the short-term line below the long-term line, suggesting a cautious market outlook[27][29] - The **Moving Average Sentiment Indicator** uses eight moving averages (8, 13, 21, 34, 55, 89, 144, 233) to assess the HS300 index's trend. The indicator assigns values of -1, 0, or 1 based on the position of the index within predefined ranges. As of June 13, 2025, the HS300 index is in a positive sentiment zone, indicating a bullish trend[33][37] - **Cross-sectional Volatility** is analyzed for HS300, CSI500, and CSI1000 indices. Over the past week, HS300's cross-sectional volatility increased, improving the short-term alpha environment, while CSI500 and CSI1000 saw declines, weakening their alpha environments. Over the last quarter, HS300's volatility is in the upper half of its six-month range, indicating a favorable alpha environment, while CSI500 and CSI1000 are in the lower and middle ranges, respectively[38][40] - **Time-series Volatility** is also examined for the same indices. Over the past week, HS300's time-series volatility increased, enhancing its alpha environment, while CSI500 and CSI1000 experienced declines, worsening their alpha environments. Over the last quarter, HS300's volatility is in the upper half of its six-month range, while CSI500 and CSI1000 are in the middle ranges, indicating a generally stable alpha environment[40][43]

Core Viewpoint - The leading company in the maternal and infant industry, Kidswant, is facing challenges due to changes in birth rates and competition between e-commerce and physical stores, prompting frequent acquisitions to strengthen its market position [1]. Acquisition Details - Kidswant plans to acquire a 65% stake in Jiangsu Xingsiyu Investment Management Co., Ltd. from its related party, Wuxing Holdings Group Co., Ltd. [1][4] - The acquisition will occur in two steps: first, acquiring the stake in Jiangsu Xingsiyu, and then using Jiangsu Xingsiyu to cash purchase 100% of Zhuhai Siyu Industrial Development Co., Ltd. for 1.65 billion yuan [1][4][7]. - After the completion of the stake transfer, Jiangsu Xingsiyu will become a subsidiary of Kidswant [2][6]. Financial Performance of Siyu Industrial - Siyu Industrial, established in July 2014, focuses on hair health care and operates under the brand "Siyu Hair Care," with 2,503 stores and over 2 million members as of the end of 2024 [8]. - The company reported revenues of 623 million yuan in 2022, 689 million yuan in 2023, and 723 million yuan in 2024, with net profits of 158 million yuan, 186 million yuan, and 183 million yuan respectively [9][12]. Valuation and Financial Implications - The valuation of Siyu Industrial was assessed using the income approach, with a total equity value of 1.75 billion yuan, reflecting a significant increase of 583.35% compared to the book value [10]. - The acquisition price of 1.65 billion yuan is below the assessed value, indicating a reasonable valuation with a price-to-earnings ratio of approximately 9 times based on Siyu Industrial's 2024 net profit [10][12]. Strategic Direction - Kidswant's acquisition of Siyu Industrial represents a cross-industry acquisition, aligning with its "three expansions strategy" to diversify its business beyond maternal and infant retail [13][14]. - The company has previously acquired the remaining 35% stake in Leyou International and 60% of Xingyan Biotechnology, further solidifying its market position [14]. Changes in Fund Utilization - Following the acquisition, Kidswant has altered the use of its fundraising, reallocating 429 million yuan from store upgrade projects to fund the acquisition of Siyu Industrial [17][18].

Core Viewpoint - The company "孩子王" announced a strategic acquisition of 100% equity in "丝域实业" for 1.65 billion yuan, aiming to enhance its market position and operational capabilities in the personal care industry [1][4]. Acquisition Details - The acquisition involves two main steps: "孩子王" will acquire 65% of "江苏星丝域" from its controlling shareholder, while other investors will acquire smaller stakes [4]. - The total cash consideration for the acquisition of "丝域实业" is set at 1.65 billion yuan, with "孩子王" indirectly holding 65% of "丝域实业" post-transaction [5][9]. Financial Performance of "丝域实业" - "丝域实业" reported revenues of 619 million yuan, 689 million yuan, and 723 million yuan for the years 2022, 2023, and 2024 respectively, with net profits of 158 million yuan, 186 million yuan, and 183 million yuan during the same period [7]. - In Q1 2025, "丝域实业" achieved a revenue of 144 million yuan and a net profit of approximately 26.64 million yuan [7]. Strategic Investor - The acquisition introduces "巨子生物" as a strategic investor, which specializes in bioactive ingredients for skin care products, potentially enhancing "丝域实业's" R&D capabilities and product ecosystem [5]. No Performance Guarantees - The acquisition does not include performance guarantees, as "丝域实业" is considered to have a strong financial position and growth potential, with multiple bidders indicating a competitive interest [8][9]. Fund Allocation - "孩子王" plans to allocate 429 million yuan from its convertible bond fundraising to finance the acquisition, with a total investment of 1.65 billion yuan for the project [9][11]. Future Development Plans - Post-acquisition, "孩子王" aims to leverage synergies in member operations, market layout, channel sharing, and industry collaboration with "丝域实业" [11]. - The company is also exploring cross-industry growth opportunities, including a recent acquisition of 60% of "上海幸研生物科技有限公司" for 162 million yuan, marking a step in its "three expansions" strategy [12][14]. Financial Performance of "孩子王" - In 2024, "孩子王" reported revenues of 9.337 billion yuan, a year-on-year increase of 6.68%, with a net profit of 181 million yuan, reflecting a significant growth of 72.44% [14].

Core Viewpoint - The company, Kid Wang, is acquiring a hair care business, signaling a strategic shift towards expanding its product offerings and market reach beyond its traditional focus on maternal and infant care [1][9]. Acquisition Details - Kid Wang announced plans to acquire a 65% stake in Jiangsu Xingsiyu Investment Management Co., and 100% of Siyi Industrial for a total price of 1.65 billion yuan [2][5]. - The acquisition price represents over nine times the net profit of Siyi Industrial from the previous year, with a valuation increase of 583.35% based on the income approach [3][6]. Financial Implications - Kid Wang plans to repurpose 4.29 billion yuan of previously raised funds for the acquisition, delaying other projects [1][7]. - As of Q1 2025, Kid Wang has 1.386 billion yuan in cash, with short-term debts totaling 936 million yuan [7]. Business Strategy - The acquisition aligns with Kid Wang's "three expansions" strategy initiated in 2023, aiming to diversify into beauty, AI, and e-commerce sectors [1][12]. - The company seeks to leverage Siyi Industrial's extensive network of over 2,500 stores to enhance its "instant retail" business model [9][10]. Market Position and Challenges - Kid Wang's revenue for 2024 is projected at 9.337 billion yuan, with a net profit of 181 million yuan, indicating a need for improved performance from its core business [15]. - The integration of Siyi Industrial's operations poses challenges due to differing consumer bases and marketing strategies [11][14].