中信证券股份有限公司 关于杭州天元宠物用品股份有限公司 2025年半年度跟踪报告 | 保荐人名称：中信证券股份有限公司 | 被保荐公司简称：天元宠物 | | --- | --- | | 保荐代表人姓名：高若阳 | 联系电话：0571-87631686 | | 保荐代表人姓名：胡 娴 | 联系电话：0571-87631686 | | 11.其他 | | | | --- | --- | --- | | （包括经 | | | | 营环境、 | 保荐人查阅了公司定期报告及其他信息披露 | | | | 文件、财务报表，查阅了公司董事、监事、 | | | 业务发 | | | | | 高级管理人员名单及其变化情况，实地查看 | | | 展、财务 | | | | | 公司生产经营环境，查阅同行业上市公司的 | | | 状况、管 | | 不适用 | | | 定期报告及市场信息，对公司高级管理人员 | | | 理状况、 | | | | | 进行访谈，未发现公司在经营环境、业务发 | | | 核心技术 | | | | | 展、财务状况、管理状况、核心技术等方面 | | | 等方面的 | | | | 存在重大问题。 | | | | ...

Market Overview - The entertainment products sector experienced a decline of 1.14% on September 12, with Jinling Sports leading the drop [1] - The Shanghai Composite Index closed at 3883.69, up 0.22%, while the Shenzhen Component Index closed at 12996.38, up 0.13% [1] Individual Stock Performance - High乐股份 (Code: 002348) closed at 4.00, up 2.83% with a trading volume of 474,700 shares and a transaction value of 188 million [1] - 海伦钢琴 (Code: 300329) closed at 13.11, up 1.00% with a trading volume of 78,100 shares and a transaction value of 103 million [1] - 金陵体育 (Code: 300651) closed at 24.68, down 4.16% with a trading volume of 133,100 shares and a transaction value of 331 million [2] Capital Flow Analysis - The entertainment products sector saw a net outflow of 100 million from institutional investors, while retail investors had a net inflow of 90.34 million [2] - The main capital inflow and outflow for individual stocks showed that 高乐股份 had a net inflow of 31.96 million from institutional investors [3] - In contrast, 金陵体育 experienced a significant net outflow of 33.1 million from institutional investors [3]

Market Overview - The entertainment products sector experienced a slight decline of 0.01% on September 10, with Yuanfei Pet leading the drop [1] - The Shanghai Composite Index closed at 3812.22, up 0.13%, while the Shenzhen Component Index closed at 12557.68, up 0.38% [1] Stock Performance - Jinling Sports (300651) saw a significant increase of 9.93%, closing at 26.35 with a trading volume of 340,200 shares and a transaction value of 889 million [1] - Other notable gainers included Sanbai Shuo (001300) with a 3.21% increase, Shuhua Sports (662509) up 2.83%, and Kangliyuan (301287) up 2.44% [1] - Conversely, Yuanfei Pet (001222) led the declines with an 8.26% drop, closing at 26.44, with a trading volume of 90,500 shares and a transaction value of 248 million [2] Capital Flow - The entertainment products sector saw a net inflow of 6.14 million from institutional investors, while retail investors contributed a net inflow of 16.35 million [2] - However, there was a net outflow of 22.50 million from speculative funds [2] Individual Stock Capital Flow - Jinling Sports (300651) had a net inflow of 19.79 million from institutional investors, while it experienced a net outflow of 16.15 million from retail investors [3] - Mingyue Lens (301101) reported a net inflow of 14.36 million from institutional investors but a net outflow of 15.08 million from retail investors [3] - Shuhua Sports (605299) had a net inflow of 4.34 million from institutional investors, with a minor net inflow from retail investors [3]

Group 1 - The core viewpoint of the news highlights the stock performance and financial metrics of Tianyuan Pet, indicating a recent decline in stock price despite a significant year-to-date increase [1] - Tianyuan Pet's stock price decreased by 2.02% to 33.96 CNY per share, with a total market capitalization of 4.31 billion CNY [1] - The company has seen a year-to-date stock price increase of 51.59%, with a recent 5-day increase of 0.77% and a 20-day increase of 6.39%, while experiencing a 60-day decline of 5.28% [1] Group 2 - Tianyuan Pet, established on June 11, 2003, and listed on November 18, 2022, is based in Hangzhou, Zhejiang Province, focusing on the design, development, production, and sales of pet products and food [2] - The company's revenue composition includes pet food (46.60%), other products (18.36%), cat climbing frames (15.00%), pet beds (10.57%), and pet toys (9.46%) [2] - As of June 30, 2025, Tianyuan Pet reported a revenue of 1.435 billion CNY, a year-on-year growth of 14.59%, and a net profit of 37.46 million CNY, reflecting a 20.14% increase [2] Group 3 - Since its A-share listing, Tianyuan Pet has distributed a total of 113 million CNY in dividends [3] - As of June 30, 2025, the number of shareholders increased by 28.43% to 17,700, with an average of 2,853 circulating shares per person, a decrease of 20.98% [2][3] - Notable institutional holdings include Hai Fu Tong Growth Value Mixed Fund and Hai Fu Tong Selected Mixed Fund, both of which are new shareholders [3]

Group 1 - Tianyuan Pet is acquiring 89.7145% equity in Guangzhou Taotong Technology Co., Ltd., having previously purchased 10% in cash, resulting in a total ownership of 99.7145% post-transaction [1][2] - The domestic pet industry shows significant growth potential, with the urban pet consumption market expected to reach 300.2 billion yuan in 2024, a year-on-year increase of 7.5%, and projected growth rates exceeding 10% from 2025 to 2027 [1][2] - Online sales in the pet market are robust, with total online sales expected to reach 50.231 billion yuan in 2024, reflecting a 10% year-on-year growth [1][2] Group 2 - The acquisition is expected to yield significant synergies, enhancing Tianyuan Pet's online retail capabilities through Taotong Technology's expertise in e-commerce [2] - Tianyuan Pet's pet food business is experiencing rapid growth, with revenues projected at 688 million yuan in 2023 and 1.176 billion yuan in 2024, supported by established global sales channels [2] - Taotong Technology's new agency brands are anticipated to benefit from market growth, with Brand A projected to generate 360.6354 million yuan in revenue, a growth rate of 35.22%, and Brand B expected to generate 196.0327 million yuan [1][2]

Company Overview - Tianyuan Pet Products Co., Ltd. is located in Hangzhou, Zhejiang Province, and was established on June 11, 2003. The company went public on November 18, 2022. Its main business involves the design, development, production, and sales of pet supplies, with an active expansion into pet food sales [1][2]. Financial Performance - For the first half of 2025, Tianyuan Pet achieved a revenue of 1.435 billion yuan, representing a year-on-year growth of 14.59%. The net profit attributable to the parent company was 37.4594 million yuan, reflecting a year-on-year increase of 20.14% [2]. - Since its A-share listing, Tianyuan Pet has distributed a total of 113 million yuan in dividends [3]. Stock Performance - As of September 9, Tianyuan Pet's stock price increased by 2.04%, reaching 36.43 yuan per share, with a total market capitalization of 4.623 billion yuan. The stock has risen by 62.61% year-to-date [1]. - The company has appeared on the trading leaderboard nine times this year, with the most recent appearance on June 5, where it recorded a net buy of -1.9731 million yuan [1]. Shareholder Information - As of June 30, 2025, the number of shareholders for Tianyuan Pet was 17,700, an increase of 28.43% from the previous period. The average number of circulating shares per shareholder was 2,853, a decrease of 20.98% [2]. - Among the top ten circulating shareholders, Hai Fu Tong Growth Value Mixed A (010286) and Hai Fu Tong Selected Mixed (519011) are new entrants, holding 334,400 shares and 327,700 shares, respectively [3]. Business Segmentation - The revenue composition of Tianyuan Pet includes pet food (42.55%), other supplies (17.17%), cat climbing frames (15.19%), pet beds and mats (11.87%), pet toys (11.12%), and other supplementary products (2.09%) [1]. Industry Classification - Tianyuan Pet is classified under the Shenyin Wanguo industry as light industry manufacturing, specifically in the entertainment products sector. It is also associated with concepts such as margin trading, the Belt and Road Initiative, QFII holdings, cross-border e-commerce, and small-cap stocks [2].

Company Overview - Tianyuan Pet Products Co., Ltd. is located in Hangzhou, Zhejiang Province, and was established on June 11, 2003. The company went public on November 18, 2022. Its main business involves the design, development, production, and sales of pet products, with a focus on expanding into pet food sales [2]. Business Composition - 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 others (2.09%) [2]. Financial Performance - For the first half of 2025, Tianyuan Pet achieved a revenue of 1.435 billion yuan, representing a year-on-year growth of 14.59%. The net profit attributable to the parent company was 37.4594 million yuan, with a year-on-year increase of 20.14% [2]. Stock Performance - As of September 8, Tianyuan Pet's stock price was 35.68 yuan per share, with a market capitalization of 4.528 billion yuan. The stock has increased by 59.26% year-to-date, but has seen a decline of 2.65% over the past five trading days [1]. Shareholder Information - As of June 30, 2025, the number of shareholders for Tianyuan Pet was 17,700, an increase of 28.43% from the previous period. The average number of circulating shares per person was 2,853, a decrease of 20.98% [2]. Dividend Distribution - Since its A-share listing, Tianyuan Pet has distributed a total of 113 million yuan in dividends [3]. Institutional Holdings - As of June 30, 2025, among the top ten circulating shareholders, Hai Fu Tong Growth Value Mixed A (010286) was the sixth largest shareholder with 334,400 shares, and Hai Fu Tong Selected Mixed (519011) was the seventh largest with 327,700 shares, both being new shareholders [3].

Core Viewpoint - Hangzhou Tianyuan Pet Products Co., Ltd. is undergoing a share issuance to acquire assets and raise supporting funds, which has attracted market attention. Tianjian Accounting Firm conducted a thorough review of the financial matters related to Guangzhou Taotong Technology Co., Ltd. as part of the Shenzhen Stock Exchange's inquiry into this application [1]. Financial Data Changes - Taotong Technology was listed on the New Third Board on May 20, 2016, and terminated its listing on April 19, 2018. The reporting period for this transaction is for the years 2023 and 2024, which does not overlap with the listing period. The main financial data disclosed in the restructuring plan has not undergone significant changes compared to the period of listing guidance [2]. Business Model - Taotong Technology operates as an e-commerce service provider, primarily collaborating with brands in the leisure food and pet food sectors. Its e-commerce sales services include retail, distribution, and service fee models. Pet food revenue is projected to grow from 285 million to 562 million yuan from 2023 to 2024, increasing its share from 17.74% to 27.88%. - Retail model: Revenue is expected to reach 1.085 billion yuan in 2024, a growth of 47.34%, driven by the retail growth of pet food, with new brands contributing significantly. - Distribution model: Revenue is projected at 810 million yuan in 2024, a growth of 7.36%, benefiting from the growth in the leisure snack industry. - Service fee model: Revenue is anticipated to be 114 million yuan in 2024, a growth of 7.93%, with significant contributions from the pet snack sector [3]. Revenue Sustainability - The revenue from retail, distribution, and service fee models shows strong sustainability, with varying client bases. - Retail model: The top five clients account for only 0.11% of revenue in 2024, indicating a dispersed client base. - Distribution model: The top five clients account for 76.37% of revenue in 2024, with significant contributions from e-commerce platforms. - Service fee model: The top five clients account for 78.13% of revenue in 2024, indicating stable and continuous cooperation with key clients [4]. Third-Party Payments and Returns - The proportion of revenue from third-party payments is less than 15%, primarily involving companies like JD.com, indicating a reasonable commercial background. Return amounts account for about 2%, mainly from e-commerce platform distribution and retail businesses, with a well-established return mechanism [5]. Supplier Situation - Taotong Technology's procurement is highly concentrated, with the top five suppliers accounting for 94.20% and 88.18% of procurement amounts. This concentration is due to long-term partnerships with international fast-moving consumer goods groups, which aligns with industry characteristics and does not adversely affect the company's ongoing operations [6]. Cost and Expenses - The structure of costs and expenses is reasonable and aligns with industry characteristics. The cost of goods sold accounts for over 95% of operating costs, which is expected to increase due to business scale growth. The sales expense ratio is lower than industry peers, and management expenses are also low due to improved operational efficiency [7]. Gross Margin - The comprehensive gross margins are 12.85% and 12.88%, which are lower than comparable companies due to differences in product categories and business structures. The retail model has a lower gross margin due to product category differences, while the service fee model has a higher gross margin due to the absence of product procurement costs [9].

Group 1 - Tianyuan Pet announced the convening of its fourth board meeting on September 5, 2025, to review the proposal regarding the adjustment of the transaction plan, which does not constitute a significant change [1] - For the first half of 2025, Tianyuan Pet's revenue composition was as follows: pet supplies accounted for 50.72%, pet food for 46.55%, other main business for 2.62%, and other business for 0.11% [1] - As of the report date, Tianyuan Pet's market capitalization was 4.6 billion yuan [1]

本次交易尚需深圳证券交易所审核通过以及中国证券监督管理委员会同意 注册后方可实施。本次交易能否取得相关部门的审核或注册，以及最终取得审核 或注册的时间均存在不确定性。 公司将继续推进本次交易的相关工作，并严格按照有关法律、法规的要求履 1 杭州天元宠物用品股份有限公司 关于发行股份及支付现金购买资产并募集配套资金的 审核问询函回复的提示性公告 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。 杭州天元宠物用品股份有限公司（以下简称"公司"）拟通过发行股份及支 付现金的方式购买广州淘通科技股份有限公司 89.7145%股权并募集配套资金 （以下简称"本次交易"）。公司于 2025 年 5 月 28 日召开了第四届董事会第五 次会议，审议通过了本次交易的相关议案，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）》， 并于 2025 年 9 月 5 日日召开了第四届董事会第七次会议，对本次交易方案进行 调整，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 募集配套资金报告书（草案）（修订稿）》。根 ...