证券代码：301335 证券简称：天元宠物 上市地点：深圳证券交易所 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） | 项目 | 交易对方/发行对象 | | --- | --- | | | 复星开心购（海南）科技有限公司、李涛、方超、宁东俊、孙 | | 发行股份及支付现金购买 | 娜、舟山乐淘企业管理咨询合伙企业（有限合伙）、广州悠淘 | | 资产 | 投资合伙企业（有限合伙）、傅国红、姚宇、王迪、于彩艳、 | | | 勾大成、胡庭洲、唐斌、黄震、张弛、高燕 | | 募集配套资金 | 不超过 35 名符合中国证监会规定的特定投资者 | 独立财务顾问 中国（上海）自由贸易试验区商城路 618 号 二〇二五年九月 上市公司声明 本公司及全体董事、监事、高级管理人员保证本报告书内容的真实、准确、 完整，对报告书的虚假记载、误导性陈述或重大遗漏负相应的法律责任。 本公司控股股东、实际控制人、董事、监事、高级管理人员承诺：如本次交 易所披露或提供的信息涉嫌虚假记载、误导性陈述或者重大遗漏，被司法机关立 案侦查或者被中国证监会立案调查的，在形成调查结论以前，不转让在上市公司 拥有 ...

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 - The announcement details the adjustment of the sale of 100% equity in Guangzhou Taotong by Fosun International, with a revised valuation of RMB 723 million due to changes in brand relationships [1] Financial Impact - The adjusted sale price for Fosun Happy Purchase is RMB 316.6 million, consisting of cash payment of RMB 291.8 million and RMB 24.81 million for subscription of 1.11 million A-shares of Hangzhou Tianyuan, representing 0.80% [1] - The total consideration for the sale amounts to RMB 393.6 million, while the book value of Guangzhou Taotong is approximately RMB 322.5 million [1] - The group will record a gain of approximately RMB 71.08 million from this transaction [1] Valuation Method - The valuation of Guangzhou Taotong was conducted using both the income approach and market approach, yielding results of RMB 723 million and RMB 739 million respectively, with the income approach being selected for final valuation [1] - The income approach was based on a forecast period of 5 years and a weighted average cost of capital of 10.56% [1] - The independent valuation was performed by Kun Yuan Asset Appraisal Co., Ltd [1] Related Transaction Nature - The transaction involves related parties, with Huang Zhen, Tang Bin, and Yao Yu being directors of significant subsidiaries, necessitating compliance with reporting and announcement regulations, exempting independent shareholder approval [1] Subscription of Hangzhou Tianyuan - Hangzhou Tianyuan is listed on the Shenzhen Stock Exchange's ChiNext board (301335) and specializes in pet products, with a projected net profit of RMB 36.6 million for 2024 and a net asset value of RMB 1.921 billion as of June 30, 2025 [1]

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]