北京市东城区建国门内大街26号新闻大厦7层、8层 电话:010-88004488/66090088 传真:010-66090016 北京国枫律师事务所 关于上海来伊份股份有限公司 2025 年第二次临时股东大会的 法律意见书 国枫律股字[2025]A0349 号 致: 上海来伊份股份有限公司（贵公司） 北京国枫律师事务所(以下简称"本所")接受贵公司的委托,指派律师出席并见 证贵公司 2025 年第二次临时股东大会(以下简称"本次会议")。 本所律师根据《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》、《律师事务 所从事证券法律业务管理办法》(以下简称"《证券法律业务管理办法》")、《律师事务所 证券法律业务执业规则(试行)》(以下简称"《证券法律业务执业规则》")等相关法律、 行政法规、规章、规范性文件及《上海来伊份股份有限公司章程》(以下简称"《公司 章程》"）的规定,就本次会议的召集与召开程序、召集人资格、出席会议人员资格、会 议表决程序及表决结果等事宜,出具本法律意见书。 对本法律意见书的出具,本所律师特作如下声明: 1. ...

Core Insights - The meal replacement market in China is experiencing rapid growth, with an annual increase of 30%, expanding from 5.82 billion yuan in 2017 to 175 billion yuan in 2023, marking a 30-fold increase in six years [1][6][10] - Key players in this market include emerging brands such as WonderLab, ffit8, and Shark Fit, which have quickly gained traction among consumers aged 20-40, predominantly women [1][11] - Despite the growth, challenges such as low repurchase rates, high closure rates of light meal restaurants, and issues with product quality and safety standards are prevalent [1][21] Market Dynamics - The meal replacement sector is characterized by a mix of brands targeting various consumer needs, including weight loss, fitness, and health [3][7] - The market saw significant investment activity in 2020, with 19 financing events involving 13 companies, raising nearly 1 billion yuan [6][10] - The market is fragmented, with no clear leader, as brands compete in a landscape lacking product standards and facing pressure from established international brands [21][22] Consumer Behavior - The primary consumer demographic consists of young professionals, with 36.7% being office workers, and over 90% falling within the 20-40 age range [11][20] - These consumers are characterized by their willingness to spend on health and beauty, often influenced by social media and live-streaming platforms [11][13] - The trend towards meal replacements is driven by a combination of health policies, capital investment, and societal pressures regarding body image [2][10] Competitive Landscape - The market is witnessing a battle among brands, with Shark Fit holding a 35% online market share for ready-to-eat chicken, while WonderLab and ffit8 hold 18% and 15% respectively [21][22] - The lack of product differentiation and reliance on marketing rather than production capabilities contribute to the low entry barriers for new brands [21][22] - As more established companies enter the market, the concentration of resources is expected to increase, potentially leading to a more competitive environment [22][24] Future Trends - Opportunities exist in expanding offline sales channels and targeting lower-tier cities, where sales are projected to grow by 40% in 2024 [22][23] - Brands are encouraged to innovate around consumption scenarios beyond weight management, such as health-focused diets and convenience for busy lifestyles [23][24] - The industry is transitioning from a focus on "traffic dividends" to a phase where companies must enhance their core competencies and build consumer trust through scientific nutrition [24]

Core Viewpoint - The "medicinal and food homology" tea beverage market is experiencing significant growth, driven by increasing consumer interest in health and wellness, particularly among younger demographics [2][10][11]. Market Overview - The market size for medicinal and food homology tea beverages reached 450 million yuan in 2023, with projections to exceed 10 billion yuan by 2028 [3]. - During the "618" shopping festival, 49% of consumers preferred purchasing traditional health drinks, indicating a strong market interest [2]. - The plant beverage category, which includes medicinal and food homology tea drinks, is expected to see over 20% growth in market share by Q1 2025 [2]. Product Characteristics - Medicinal and food homology tea drinks are made from traditional food ingredients with medicinal properties, such as red beans, barley, and goji berries, and are often referred to as "Chinese health drinks" [3][4]. - The product range includes popular items like red bean and barley water, red dates and goji water, and longan water [3]. Consumer Demographics - The consumer base for these beverages is predominantly young, with 37.6% of consumers aged 25-35 and 32.2% aged 36-45 [10]. - The increasing focus on health and wellness among younger consumers is driving demand for these products [10]. Competitive Landscape - The market is becoming increasingly competitive, with major brands like Yuanqi Forest, Master Kong, and LuLu entering the space with new product lines [6][7]. - At least 23 brands have launched 59 new health drink products between June 2024 and May 2025, showcasing the rapid expansion of this market segment [7]. Challenges and Opportunities - The industry faces challenges such as product homogeneity, supply chain issues, and balancing taste with health benefits [11][12][14]. - There is a need for innovation to differentiate products and meet specific consumer needs, particularly for different demographic groups [19]. - Establishing industry standards and improving quality control are critical for sustainable growth [20]. Future Outlook - The medicinal and food homology tea beverage segment is projected to grow significantly, with a forecasted sales increase of over 182% in 2024 [6]. - As health awareness continues to rise, the beverage industry is expected to explore new ingredients, formulations, and production methods to meet evolving consumer demands [20].

Core Viewpoint - The acquisition of Hunan Ailing Snack Technology Co., Ltd. by Three Squirrels has been terminated due to disagreements on key terms, which reflects the competitive landscape in the snack retail sector [2][3][4] Company Summary - Three Squirrels announced the termination of the acquisition of Ailing Snack, stating that it would not have a significant adverse impact on its operations or future strategic plans [2] - The acquisition was initially proposed at a maximum price of 200 million yuan, indicating a valuation below 400 million yuan for Ailing Snack [4] - Ailing Snack, founded in 2020, has over 2,000 stores and ranked fifth in the number of snack store brands in China as of November 2023 [3] Industry Summary - The snack retail sector is experiencing intense competition, affecting profitability and operational decisions for companies like Three Squirrels [2][4] - The shift towards bulk snack retailing is seen as a strategic move by Three Squirrels to adapt to market pressures and explore growth opportunities [5] - The overall revenue for Three Squirrels has fluctuated, with a notable decline from 2019 to 2023, but is projected to rebound to over 10 billion yuan in 2024 [5][6] - The competitive landscape is challenging for non-leading snack brands, with many facing difficulties in maintaining store operations and profitability [7]

证券代码：603777 证券简称：来伊份 上海来伊份股份有限公司 2025年第二次临时股东大会 会议资料 二〇二五年七月 2025年第二次临时股东大会会议资料 上海来伊份股份有限公司 2025年第二次临时股东大会会议议程 | 序号 | 议案名称 | | --- | --- | | 非累积投票议案 | | | 1 | 关于取消监事会、修订《公司章程》并办理工商变更登记事项的议案 | | 2.00 | 关于制定及修订公司部分治理制度的议案 | | 2.01 | 关于修订《股东会议事规则》的议案 | | 2.02 | 关于修订《董事会议事规则》的议案 | | 2.03 | 关于修订《独立董事工作制度》的议案 | | 2.04 | 关于修订《募集资金管理制度》的议案 | | 2.05 | 关于修订《关联交易管理办法》的议案 | | 2.06 | 关于修订《投资融资管理制度》的议案 | | 2.07 | 关于修订《对外担保管理制度》的议案 | | 2.08 | 关于修订《会计师事务所选聘制度》的议案 | | 2.09 | 关于制定《防范控股股东及关联方占用公司资金管理制度》的议案 | | 2.10 | 关于制定《累积投 ...

重要内容提示： 上海来伊份股份有限公司（以下简称"本公司"、"公司"）控股股东上海 爱屋企业管理有限公司（以下简称"爱屋企管"）持有公司股份177,109,500股，占 公司总股本的52.96%，本次质押股份数量为11,000,000股。质押完成后，爱屋企 管累计质押本公司股份数量为37,000,000股，占其持股数量的20.89%，占公司总 股本的11.06%。 一、公司股份质押 近日，公司接到控股股东爱屋企管的通知，获悉其将所持有本公司的部分股 份被质押，具体情况如下： | 是否为 | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 限售股 | | 是否 | | | 是否 | | | | 占其 | 占公 | 质押 | | （如 | 股东名 | 为控 | 本次质押 | | 补充 | 质押起 | 质押到 | 质权人 | 所持 | 司总 | 融资 | | 是，注 | 称 | 股股 | 股数 | | 质押 | 始日 | 期日 | | 股份 | 股本 | 资金 | | ...

证券代码：603777 证券简称：来伊份 编号：2025-059 上海来伊份股份有限公司 关于股东股份解除质押的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 | 股东名称 | | | 上海爱屋企业管理有限公司 | | --- | --- | --- | --- | | 本次解质股份 | 11,000,000 | 股 | | | 占其所持股份比例 | 6.21% | | | | 占公司总股本比例 | 3.29% | | | | 解质时间 | 2025 年 | 06 月 | 26 日 | | 持股数量 | 177,109,500 | | 股 | | 持股比例 | 52.96% | | | | 剩余被质押股份数量 | 26,000,000 | 股 | | | 剩余被质押股份数量占其所持股份比例 | 14.68% | | | | 剩余被质押股份数量占公司总股本比例 | 7.77% | | | 本次股份解除质押后，爱屋企管若存在后续质押情况，本公司将根据相关法 律法规要求及时履行信息披露义务。 重要内容提示： 上海来伊份股 ...

瑞财经 吴文婷量贩零食领域的"分手大戏"持续发酵。 近日，爱零食创始人唐光亮在社交媒体连续发布多个视频，讲述与三只松鼠的合作细节与核心分歧，并 宣布已正式起诉三只松鼠。 图片来源：爱零食创始人唐光亮社交账号 唐光亮称，其于去年9月29日与三只松鼠创始人章燎原线下见面，双方确定了三只松鼠收购爱零食的合 作意向，为此自己还放弃了与来伊份洽谈的机会。此后，虽然双方并未敲定收购计划的细节及价格，但 爱零食与三只松鼠已经开始合作，三只松鼠已经可以对爱零食的经营活动施加影响。 唐光亮列举出多项三只松鼠对爱零食施加影响的例子，包括：爱零食在章燎原的指示下，在长沙、天津 开展大型发布会，在三只松鼠的要求下对公司组织架构进行调整等。 至于调低估值，唐光亮称是在今年4月份，三只松鼠找到他时提出的。三只松鼠方面给出的理由是，爱 零食估值太高不便于三只松鼠整合其他品牌。但唐光亮认为估值太低不便于爱零食下一次融资。双方在 此谈判一度陷入僵局，直至6月份谈判破裂。 据了解，6月16日，三只松鼠发布关于投资事项的进展公告，终止收购湖南爱零食科技有限公司（以下 简称"爱零食"）的控制权或相关业务及资产。 而早在2024年10月28日，三只松 ...

Core Viewpoint - The article discusses the challenges faced by Laiyifen, a leading snack company in China, particularly regarding its employee stock ownership plans and financial performance, while also highlighting the competitive landscape in the snack industry. Group 1: Employee Stock Ownership Plans - Laiyifen completed a share buyback plan, repurchasing 2.9054 million shares for a total of 30.2236 million yuan, intended for an employee stock ownership plan [1] - The company faced setbacks with its employee stock ownership plans, having previously failed to meet performance targets in 2022 and terminating its second plan in 2024 due to poor financial results [2][3] - The second plan's performance criteria were adjusted to a 3% revenue increase or a 20% net profit increase, but the company reported a 15.25% decline in revenue and a net loss of 75.27 million yuan for the year [2] Group 2: Financial Performance - In 2024, Laiyifen's revenue was 3.37 billion yuan, down 15.25% year-on-year, and it reported a net loss of 7.527 million yuan, marking a second consecutive year of declining revenue and profit [2] - The company's first quarter of 2024 saw revenue of 1.048 billion yuan, a decrease of 1.23%, and a net profit of 12.43 million yuan, down nearly 80% year-on-year [2] - Laiyifen's gross margin for 2024 was reported at 38.82%, the highest in the industry, exceeding the average by nearly 8 percentage points [6][7] Group 3: Competitive Landscape - The snack industry is witnessing a rise in volume snack brands, with companies like Mingming Hen Mang achieving significant growth, reporting 39.344 billion yuan in revenue and a net profit of 0.913 billion yuan in 2024 [5] - Laiyifen's management indicated that they would maintain strategic focus and not enter the volume snack market, despite the competitive pressure [6] - Other companies in the industry, such as Three Squirrels and Salted Fish, have successfully implemented employee stock ownership plans, while others like Good Idea and Qiaqia Foods have faced challenges [3][5] Group 4: Quality Control and Safety Issues - Laiyifen faced a food safety crisis when a consumer reported finding a foreign object in a product, prompting the company to initiate an internal investigation [10] - The company utilizes an outsourcing model for production, which poses challenges for quality control, necessitating a robust quality management system [11] - Laiyifen has implemented a comprehensive quality control system, including supplier selection and regular inspections, to mitigate risks associated with its outsourcing strategy [11]

Core Viewpoint - The article discusses the emerging trend of "water substitutes" in the beverage market, particularly focusing on the growth of sugar-free tea and traditional Chinese health waters, highlighting their potential to replace sugary drinks and bottled water [4][12][25]. Group 1: Market Trends - The concept of "water substitutes" has gained traction, appealing to consumers seeking healthier options that are flavorful yet low in sugar [4][12]. - The market for sugar-free tea has seen explosive growth, with the number of new products launched in 2023 reaching 157, compared to 93 in the previous year [8]. - Traditional Chinese health waters have also experienced significant growth, with the market size increasing from 0.1 billion to 4.5 billion in just a few years, marking a growth of over 350% [10][11]. Group 2: Consumer Preferences - Consumers are increasingly rejecting sugary drinks in favor of flavorful alternatives that align with their health-conscious lifestyles, leading to a convergence of demand for sugar-free tea and health waters [12][25]. - The diversity in flavors offered by health waters provides a competitive edge over sugar-free tea, enhancing their appeal to consumers [12][25]. Group 3: Product Development - Companies are focusing on creating health waters that are both palatable and affordable, with a target price range of 4-7 yuan for sugar-free beverages [17][18]. - Boxed water products have seen price adjustments to remain competitive, with some products dropping from 7.9 yuan to 5.9 yuan shortly after launch [18][19]. - The collaboration between Hema and traditional Chinese medicine brand Li Liangji aims to enhance product appeal by improving taste while maintaining health benefits [22][23]. Group 4: Competitive Landscape - The market is becoming increasingly competitive, with new entrants and established brands alike innovating to capture market share in the health water segment [21][25]. - Companies are exploring various strategies, including product differentiation, targeting specific consumer demographics, and enhancing flavor profiles without using artificial sweeteners [20][25].