北京市万商天勤律师事务所 关于 杭州天元宠物用品股份有限公司 发行股份及支付现金购买资产 并募集配套资金 之 补充法律意见书（一） 1 杭州天元宠物用品股份有限公司发行股份及支付现金购买资产并募集配套资金之补充法律意见书（一） 目录 | | | | 正文 | | 4 | | --- | --- | --- | --- | --- | --- | | 一、 | 《审核问询函》第 | 1 | 题 | 关于本次交易协同效应和整合管控安排 | 4 | | 二、 | 《审核问询函》第 | 2 | 题 | 关于锁定期安排 | 15 | | 三、 | 《审核问询函》第 | 3 | 题 | 关于标的资产权属 | 27 | | 四、 | 《审核问询函》第 | 4 | 题 | 关于标的资产新三板挂牌及辅导备案情况 | 43 | | 五、 | 《审核问询函》第 | 5 | 题 | 关于标的资产经营范围及相关情况 | 45 | | 六、 | 《审核问询函》第 | 10 | 题 | 关于标的资产成本和费用 | 46 | | 七、 | 《审核问询函》第 | 16 | 题 | 关于业绩承诺和补偿 | 50 | 1 杭州天元宠物用品股份有限 ...

证券代码：301335 证券简称：天元宠物 公告编号：2025-095 杭州天元宠物用品股份有限公司 第四届董事会第七次会议决议公告 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、 误导性陈述或重大遗漏。 （一）审议通过《关于本次交易方案调整不构成重大调整的议案》 2025 年 5 月 28 日，公司第四届董事会第五次会议审议通过了《关于公司发 行股份及支付现金购买资产并募集配套资金暨关联交易方案的议案》等相关议案， 并披露了《杭州天元宠物用品股份有限公司发行股份及支付现金购买资产并募集 配套资金暨关联交易报告书（草案）》。公司拟以发行股份及支付现金方式购买 交易对方复星开心购（海南）科技有限公司（以下简称"复星开心购"）、李涛、 方超、宁东俊、孙娜、舟山乐淘企业管理咨询合伙企业（有限合伙）（以下简称 "舟山乐淘"）、广州悠淘投资合伙企业（有限合伙）（以下简称"广州悠淘"）、 1 傅国红、姚宇、王迪、于彩艳、勾大成、胡庭洲、唐斌、黄震、张弛、高燕等 17 名交易对方（以下合称"交易对方"）合计持有的广州淘通科技股份有限公 司（以下简称"淘通科技"或"标的公司"）89.7145%股份， ...

Core Viewpoint - Tianyuan Pet Products Co., Ltd. reported a revenue of 1.435 billion yuan for the first half of 2025, marking a year-on-year growth of 14.59%, with a net profit of 37.46 million yuan, up 20.14% year-on-year [2][15]. Revenue Breakdown - The majority of revenue in the first half of 2025 came from pet supplies and pet food, generating 728 million yuan and 668 million yuan respectively, with year-on-year growth rates of 8.96% and 17.37% [3][4]. - The gross profit margins for pet supplies and pet food were 22.17% and 17.37%, accounting for 50.73% and 46.55% of total revenue [3][4]. Market Trends - The proportion of pet food in total revenue has increased from 21.1% in 2022 to 43.55% in 2024, while the share of pet supplies has decreased from 71.5% to 55.36% during the same period [5]. - Domestic revenue has surpassed international revenue since 2024, with domestic revenue accounting for 54.28% of total revenue in the first half of 2025 [7][16]. Business Model - Tianyuan Pet operates a dual-track model, relying on OEM/ODM for international markets while focusing on authorized sales of international pet food brands domestically [8][10]. - The company aims to reduce its dependence on overseas markets and brands by enhancing its online and offline channel capabilities through acquisitions [10][13]. Acquisitions and Strategy - In early 2025, Tianyuan Pet acquired the B2B pet industry platform "Itpin" and announced a controlling acquisition of Guangzhou Taotong Technology, a service provider for e-commerce operations for major international brands [10][13]. - The company plans to strengthen its e-commerce operations and brand development, aiming to create a new consumer ecosystem in the pet industry [14][17]. Financial Performance - Operating cash flow showed a significant outflow of 115 million yuan, a year-on-year increase of 45.81%, attributed to increased procurement and accounts receivable [15]. - Financial expenses surged by 1026.13% to 8.25 million yuan due to rising interest expenses and unfavorable exchange rate fluctuations [16][17].

Core Viewpoint - Tianyuan Pet Products Co., Ltd. reported a revenue of 1.435 billion yuan for the first half of 2025, marking a year-on-year growth of 14.59%, and a net profit of 37.46 million yuan, up 20.14% year-on-year [1][2][16]. Revenue Breakdown - The revenue for the first half of 2025 was primarily derived from pet supplies and pet food, with revenues of 728 million yuan and 668 million yuan respectively, reflecting year-on-year growth of 8.96% and 17.37% [2][3]. - The gross profit margins for pet supplies and pet food were 22.17% and 17.37%, accounting for 50.73% and 46.55% of total revenue [2][3]. Market Trends - The proportion of pet food in total revenue has increased from 21.1% in 2022 to 43.55% in 2024, while the share of pet supplies has decreased from 71.5% to 55.36% during the same period [4]. - Domestic revenue has surpassed international revenue since 2024, with domestic revenue accounting for 54.28% of total revenue in the first half of 2025 [6][19]. Business Model - Tianyuan Pet operates a dual-track model, relying on OEM/ODM for international markets while leveraging authorized sales of international pet food brands domestically [7][8]. - The company aims to reduce its dependence on foreign brands and enhance its own brand development through acquisitions and channel expansion [10][12]. Financial Performance - Operating cash flow showed a significant outflow of 115.2 million yuan, a year-on-year increase of 45.81%, attributed to increased procurement and accounts receivable [16][17]. - Sales expenses surged by 48.46% to 158.6 million yuan due to increased marketing and personnel costs [16]. Strategic Acquisitions - The company has made strategic acquisitions, including a 6.88 billion yuan deal to acquire 89.71% of Taotong Technology, aiming to strengthen its e-commerce capabilities [12][18]. - The reliance on international brands for revenue generation poses risks, particularly if Taotong's performance does not meet expectations [18][19].

Group 1 - The entertainment products sector increased by 1.01% on September 4, with Tianyuan Pet leading the gains [1] - The Shanghai Composite Index closed at 3765.88, down 1.25%, while the Shenzhen Component Index closed at 12118.7, down 2.83% [1] - Key stocks in the entertainment products sector showed varied performance, with Tianyuan Pet rising by 6.74% to a closing price of 35.97 [1] Group 2 - The trading volume and turnover for Tianyuan Pet reached 127,700 shares and 456 million yuan, respectively [1] - Other notable performers included Chuangyuan Co. with a 4.38% increase and a closing price of 31.24, and Yuanfei Pet with a 4.26% increase to 26.90 [1] - The overall net capital flow in the entertainment products sector showed a net outflow of 32.45 million yuan from main funds, while retail investors contributed a net inflow of 20.04 million yuan [2]

Group 1 - Pacific Securities (601099) experienced a significant surge, hitting the daily limit up, with other securities firms like Huayin Securities (002945), Guosheng Jinkong (002670), and Xinda Securities (601059) also rising [1] - Huatai Securities' research report indicated that since the beginning of the year, the equity market has been on an upward trend, but the brokerage index has not recovered as much as the broader market, with large brokerages still valued at historically low levels [3] - The report highlighted that the current yield on equity assets is steadily increasing, with stock trading volumes and margin financing continuing to break through, indicating a strong recovery phase for brokerage operations [3] Group 2 - In addition to the securities sector, bank stocks also showed strength, with Agricultural Bank rising over 2% and Postal Savings Bank (601658) increasing by over 1% [4] - The pet economy concept stocks surged in the afternoon, with Yiyi Co. (001206) hitting the daily limit up, and other companies like Jieya Co. (301108) and Tianyuan Pet (301335) rising over 10% [4] - Renewable energy sectors such as photovoltaic and energy storage continued to perform well, with Shangneng Electric (300827) reaching a 20% limit up, and companies like JinkoSolar (002459) also hitting the daily limit [4]

Group 1 - The pet economy concept stocks in the A-share market experienced significant gains, with Jieya Co., Ltd. rising over 10% [1] - Yiyi Co., Ltd. hit the daily limit with a 10% increase [1] - Tianyuan Pet increased by over 9%, while Lusi Co., Ltd. rose over 8% [1] Group 2 - Peti Co., Ltd. saw an increase of over 7%, and Chuangyuan Co., Ltd. rose over 6% [1] - Guai Bao Pet and Suo Bao Protein both increased by over 5% [1] - Zhongchong Co., Ltd. and Yuanfei Pet both rose over 4% [1]

Group 1 - The pet economy concept stocks experienced a significant afternoon surge, with Yi Yi Co., Ltd. hitting the daily limit up [1] - Jie Ya Co., Ltd. and Tian Yuan Pet both rose over 10%, indicating strong market interest in the pet industry [1] - Other companies such as Chuang Yuan Co., Ltd., Yi Zhi Mo Yu, Lu Si Co., Ltd., Pei Ti Co., Ltd., and Qu Dong Li also saw increases, reflecting a broader trend in the sector [1]

Market Overview - The entertainment products sector experienced a decline of 2.39% on September 3, with Tianyuan Pet leading the drop [1] - The Shanghai Composite Index closed at 3813.56, down 1.16%, while the Shenzhen Component Index closed at 12472.0, down 0.65% [1] Individual Stock Performance - Major declines in individual stocks include: - Dayuan Longwu (301335) down 6.18% to 33.70 - Jinyun Jiuguang (300220) down 4.63% to 16.27 - Qunxing Toys (002575) down 4.32% to 8.20 - Hailun Piano (300329) down 4.02% to 12.65 - Huali Technology (301011) down 3.88% to 27.76 [1] Capital Flow Analysis - The entertainment products sector saw a net outflow of 137 million yuan from institutional investors, while retail investors had a net inflow of 140 million yuan [1] - Specific stock capital flows indicate: - Jinyun Jiuguang (300220) had a net outflow of 193.32 million yuan from institutional investors [2] - Hailun Piano (300329) had a net inflow of 151.43 million yuan from institutional investors [2] - Zhejiang Nature (605080) saw a net outflow of 108.13 million yuan from institutional investors [2]

Group 1 - Tianyuan Pet experienced a decline of 5.01% on September 3, with a stock price of 34.12 CNY per share, a trading volume of 170 million CNY, a turnover rate of 9.61%, and a total market capitalization of 4.33 billion CNY [1] - The company, founded on June 11, 2003, and listed on November 18, 2022, is based in Hangzhou, Zhejiang Province, and primarily engages in the design, development, production, and sales of pet products, while actively expanding into pet food sales [1] - The revenue composition of Tianyuan Pet includes pet food (42.55%), other products (17.17%), cat climbing frames (15.19%), pet beds and mats (11.87%), pet toys (11.12%), and other supplementary items (2.09%) [1] Group 2 - Huatai Baoxing Fund holds a significant position in Tianyuan Pet, with the Huatai Baoxing Kelong A fund (009124) owning 18,000 shares, representing 1.24% of the fund's net value, making it the tenth largest holding [2] - The Huatai Baoxing Kelong A fund was established on May 11, 2020, with a latest scale of 20.81 million CNY, and has achieved a year-to-date return of 9.15%, ranking 5770 out of 8180 in its category [2] - The fund has a one-year return of 14.72%, ranking 6230 out of 7967, and a cumulative return of 35.76% since inception [2] Group 3 - The fund managers of Huatai Baoxing Kelong A are Zhou Yongmei and Chen Qiwei, with Zhou having a tenure of 7 years and 212 days, managing assets totaling 8.897 billion CNY, and achieving a best return of 43.83% during her tenure [3] - Chen Qiwei has a tenure of 2 years and 78 days, managing assets of 24.594 billion CNY, with a best return of 18.56% during his tenure [3]